-----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, IfeITXc83UIXLMSazDQBffXNd5ri9w0vOqfEnXKTXV4ID+uL8BnxS8Kstw9CMoMn CocOngUdjZt2gSAlbqbn8Q== 0000891618-97-004261.txt : 19971029 0000891618-97-004261.hdr.sgml : 19971029 ACCESSION NUMBER: 0000891618-97-004261 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971028 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABAXIS INC CENTRAL INDEX KEY: 0000881890 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770213001 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-19720 FILM NUMBER: 97701592 BUSINESS ADDRESS: STREET 1: 1320 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087340200 MAIL ADDRESS: STREET 2: 1320 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 10-Q/A 1 FORM 10-Q/A FOR PERIOD ENDING 12/31/96 1 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 quarterly period ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-19720 ABAXIS, INC. (Exact name of registrant as specified in its charter) California 77-0213001 ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1320 Chesapeake Terrace Sunnyvale, California 94089 (Address of principal executive offices) Telephone: (408) 734-0200 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes X No ------ ------ and (2) has been subject to such filing requirements for the 90 days. Yes X No ------ ------ At February 10, 1997, 11,886,153 shares of common stock, no par value, were outstanding. This report consists of 10 pages. 1 2 FORM 10-Q/A AMENDMENT NO. 1 The undersigned registrant hereby amends the following items of its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996, as set forth in the pages attached hereto: Part I-Financial Information Item 1. Financial Statements Condensed Statements of Operations Condensed Balance Sheets Condensed Statements of Cash Flows Notes to Condensed Financial Statements Part II-Other Information Item 6. Exhibits and Reports on Form 8-K Exhibit 11.1 Exhibit 27.1 2 3 PART 1-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ABAXIS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, 1996 1995 1996 1995 --------------------------------------------------------------------------- Revenues: Product sales, net $ 1,842,000 $ 716,000 $ 4,459,000 $ 1,690,000 Development and licensing revenue 49,000 176,000 456,000 241,000 --------------------------------------------------------------------------- Total revenues 1,891,000 892,000 4,915,000 1,931,000 --------------------------------------------------------------------------- Costs and operating expenses: Cost of product sales 1,860,000 1,334,000 5,471,000 3,514,000 Research and development 327,000 402,000 1,036,000 965,000 Selling, general, and administrative 1,088,000 859,000 3,682,000 2,417,000 --------------------------------------------------------------------------- Total costs and operating expenses 3,275,000 2,595,000 10,189,000 6,896,000 --------------------------------------------------------------------------- Loss from operations (1,384,000) (1,703,000) (5,274,000) (4,965,000) Interest income, net 112,000 147,000 254,000 429,000 Other income (expense) 12,000 -- 26,000 -- --------------------------------------------------------------------------- Net loss $ (1,260,000) $ (1,556,000) $ (4,994,000) $ (4,536,000) =========================================================================== Loss per share (a) (As restated - Note 11) $ (0.23) $ (0.16) $ (0.64) $ (0.49) =========================================================================== Shares used in calculating loss per share 10,410,177 9,803,417 10,051,830 9,339,473 ===========================================================================
(a) Loss attributable to common shareholders used in the computation of loss per share for the three and nine months ended December 31, 1996 was $2,366,000 and $6,400,000, respectively (See Note 2) See notes to condensed financial statements. 3 4 ABAXIS, INC. CONDENSED BALANCE SHEETS
DECEMBER 31, 1996 MARCH 31, 1996 ----------------- -------------- (unaudited) (note) ASSETS Current assets: Cash and cash equivalents $ 2,343,000 $ 1,591,000 Short-term investments 4,934,000 6,187,000 Trade and other receivables 915,000 731,000 Inventories 2,498,000 1,456,000 Prepaid expenses 136,000 92,000 --------------------------------- Total current assets 10,826,000 10,057,000 Property and equipment - net 2,534,000 2,427,000 Long-term investments -- 500,000 Deposits and other assets 60,000 62,000 --------------------------------- Total assets $ 13,420,000 $ 13,046,000 ================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,097,000 $ 1,017,000 Accrued payroll and related expenses 550,000 417,000 Other accrued liabilities 378,000 225,000 Warranty reserve 463,000 249,000 Deferred rent 41,000 94,000 Deferred revenue 168,000 143,000 --------------------------------- Total current liabilities 2,697,000 2,145,000 Customer deposits 170,000 175,000 Shareholders' equity: (As restated - Note 11) Common stock, no par value: authorized shares - 35,000,000; 11,854,153 issued and outstanding on December 31, 1996 and 9,857,628 issued and outstanding on March 31, 1996 59,785,000 53,556,000 Accumulated deficit (49,232,000) (42,830,000) --------------------------------- Total shareholders' equity 10,553,000 10,726,000 --------------------------------- Total liabilities and shareholders' equity $ 13,420,000 $ 13,046,000 =================================
See notes to condensed financial statements. Note: The balance sheet at March 31, 1996, has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. 4 5 ABAXIS, INC CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED DECEMBER 31 1996 1995 ------------------------------- OPERATING ACTIVITIES: Net loss $(4,994,000) $(4,536,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 701,000 720,000 Amortization of deferred compensation -- 47,000 Changes in assets and liabilities: Trade and other receivables (184,000) (354,000) Inventories (1,042,000) (4,000) Prepaid expenses (44,000) (45,000) Deposits and other assets 2,000 -- Accounts payable 80,000 267,000 Accrued payroll and related expenses 133,000 28,000 Other accrued liabilities 153,000 (55,000) Warranty reserve 214,000 47,000 Deferred rent (53,000) (72,000) Deferred revenue 25,000 4,000 Customer deposits (5,000) (15,000) ------------------------------- Net cash used in operating activities (5,014,000) (3,968,000) ------------------------------- INVESTING ACTIVITIES: Purchase of "available-for-sale" securities (6,447,000) (1,963,000) Maturities of "available-for-sale" securities 7,700,000 1,798,000 Sales of "available-for-sale" securities 500,000 -- Purchase of property and equipment (808,000) (273,000) ------------------------------- Net cash provided (used) by investing activities 945,000 (438,000) ------------------------------- FINANCING ACTIVITIES : Proceeds from issuance of common stock 67,000 6,337,000 Proceeds from issuance of Series A Preferred Stock (Note 4) 4,780,000 -- Preferred stock dividend (26,000) -- ------------------------------- Net cash provided by financing activities 4,821,000 6,337,000 Increase in cash and cash equivalents 752,000 1,931,000 Cash and cash equivalents at beginning of period 1,591,000 3,460,000 ------------------------------- Cash and cash equivalents at end of period $ 2,343,000 $ 5,391,000 =============================== Non cash financing activity: Conversion of Series A Preferred Stock to Common Stock $ 4,118,000 $ --
See notes to condensed financial statements. 5 6 ABAXIS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS RESTATED 1. BASIS OF PRESENTATION The condensed financial statements for the three and nine-months ended December 31, 1996 and 1995 are unaudited, but include all adjustments (consisting only of normal recurring adjustments) that the management of Abaxis, Inc. believes to be necessary for the fair presentation of the financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of results to be expected for the full year. The financial statements should be read in conjunction with the audited financial statements for the year ended March 31, 1996, included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission. Through March 31, 1996, the Company was in the development stage and its financial statements were presented in accordance with Statement of Financial Accounting Standards No. 7 "Accounting and Reporting by Development Stage Enterprises." During the quarter ended June 30, 1996, the Company completed the launch of its Piccolo System. Based on the commercial launch of this product combined with sales of previously offered products, management believes that it no longer meets the definition of a development stage enterprise. 2. PER SHARE INFORMATION Per share information for the three and nine months ended December 31, 1996 and 1995 is based solely on weighted average shares of common stock outstanding during the period. Common equivalent shares have not been considered in the computation since their inclusion would have an antidilutive effect. In the computation of loss per share, loss attributable to common shareholders includes the accretion of preferred stock and preferred stock dividends totaling $1,106,000 and $1,406,000 for the three and nine month periods ended December 31, 1996, respectively (see Note 4). 3. INVENTORY Inventories are stated at the lower of cost (first-in, first-out) or market and consisted of the following:
December 31, 1996 March 31, 1996 Raw materials $1,766,000 $ 829,000 Work-in-process 182,000 467,000 Finished goods 550,000 160,000 ----------------------------------- $2,498,000 $1,456,000 ===================================
4. PRIVATE EQUITY FINANCING In September 1996, the Company completed a private equity financing in which it issued 500,000 shares of its convertible Series A Preferred Stock for an aggregate net purchase price of $4,780,000 to certain off-shore investors. Holders of preferred stock were entitled to receive cumulative dividends of $0.15 per share in stock or cash, at the discretion of the Board of Directors, on each of the 90th, 180th and 270th day after the issuance date. The preferred stock could be converted at any time after the 45th day after the issuance date to common stock at certain discounts to the market price for common stock varying from 20% to 29% ratably over a period of nine months. During the quarter ended December 31, 1996, all 500,000 shares of the convertible Series A Preferred Stock were converted into 1,975,600 shares of common stock. Prior to conversion, the Company paid a cash dividend of approximately $26,000 to Series A Preferred Stock holders. The 6 7 calculated imbedded yield representing the discount on the assumed potential conversion of the preferred stock was allocated to common stock and was accreted to preferred stock over the preferred stock holding period. 5. RESTATEMENT Subsequent to the issuance of the Company's financial statements for the year ended March 31, 1997, the Company's management determined that the calculated imbedded yield representing the discount on the assumed potential conversion of the preferred stock issued by the Company should have been accreted to preferred stock and included in the loss per share computation. The effect of the restatement for the three and nine months ended December 31, 1996 was to increase loss attributable to common shareholders by $1,080,000 and $1,380,000 respectively, and to increase loss per share by $0.11 and $0.14, respectively. PART II-OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits included herein (numbered in accordance with Item 601 of Regulation S-K) Exhibit Number Description 3.3 Amendments to Articles of Incorporation 11.1 Computation of Earnings per Share 27.1 Financial Data Schedule (b) Reports on Form 8-K None 7 8 FORM 10-Q/A AMENDMENT NO. 1 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. ABAXIS, INC. By: /s/ Ting W. Lu -------------------------- Ting W. Lu Vice President of Finance and Administration and Chief Financial Officer Date: October 27, 1997 8 9 EXHIBIT INDEX Exhibit Number Exhibit Title - ------- ------------- 11.1 Computation of Earnings Per Share 27.1 Financial Data Schedule EX-11.1 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11.1 COMPUTATION OF EARNINGS PER SHARE
Three months ended Nine months ended December 31, December 31, 1996 1995 1996 1995 Net loss $ (1,260,000) $ (1,556,000) $ (4,994,000) $ (4,536,000) Cumulative preferred stock dividends 26,000 -- 26,000 -- Value assigned to accretion of preferred stock 1,080,000 -- 1,380,000 -- ------------------------------------------------------------------ Loss attributable to common shareholders $ (2,366,000) $ (1,556,000) $ (6,400,000) $ (4,536,000) ================================================================== Loss per share $ (0.23) $ (0.16) $ (0.64) $ (0.49) ================================================================== Weighted average common shares outstanding 10,410,177 9,803,417 10,051,830 9,339,473
9 EX-27.1 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the condensed statement of operations and condensed balance sheet and is qualified in its entirety to such Company's quarterly report on form 10Q for the quarter ended December 31, 1996. 9-MOS MAR-31-1997 OCT-01-1996 DEC-31-1996 2,343,000 4,934,000 970,000 (55,000) 2,498,000 10,826,000 6,612,000 (4,078,000) 13,420,000 2,697,000 0 0 0 59,785,000 (49,232,000) 13,420,000 1,842,000 1,891,000 1,860,000 1,860,000 1,403,000 0 0 (1,260,000) 0 (1,260,000) 0 0 0 (1,260,000) (0.23) (0.23)
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