UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 ------------------------------------------------ [ ] 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: 1-10285 -------------------------------------------------------- BIOMAGNETIC TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-2647755 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9727 Pacific Heights Boulevard, San Diego, California 92121-3719 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) (619) 453-6300 Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and formal 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. [X] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. As of July 1, 1997 Registrant had only one class of common stock of which there were 47,691,824 shares outstanding. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOMAGNETIC TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) JUNE 30, 1997 SEPTEMBER 30, (UNAUDITED) 1996 ----------- ------------- ASSETS Cash and cash equivalents $440 $1,752 Short-term investments 0 744 Restricted cash and short-term investments 1,456 6,085 Accounts receivable 438 17 Inventories 4,254 5,627 Prepaid expenses and other current assets 437 338 ----------- ------------- Total current assets 7,025 14,563 ----------- ------------- Property and equipment 7,731 9,478 Less accumulated depreciation and amortization (7,201) (8,570) ----------- ------------- Net property and equipment 530 908 ----------- ------------- Investment in Magnesensors 80 0 Note Receivable (net) 300 0 Restricted cash 180 500 Other assets 348 279 ----------- ------------- Total assets $8,463 $16,250 ----------- ------------- ----------- ------------- LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY Accounts payable $2,495 $2,633 Accrued liabilities 966 1,897 Accrued salaries and employee benefits 607 860 Customer deposits 4,922 9,208 Note payable-related party 0 3,000 ----------- ------------- Total current liabilities 8,990 17,598 L/T Deferred Revenue 90 Other liabilities 0 48 ----------- ------------- Total liabilities 9,080 17,646 ----------- ------------- SHAREHOLDERS' (DEFICIT) EQUITY Common stock -- no par value, 100,000,000 shares authorized; 47,691,824 and 39,974,222 shares issued and outstanding in June and September, respectively 81,554 78,467 Accumulated deficit (82,171) (79,863) ----------- ------------- Total shareholders' (deficit) equity (617) (1,396) ----------- ------------- Total liabilities and shareholders' (deficit) equity $8,463 $16,250 ----------- ------------- ----------- ------------- See notes to consolidated financial statements 2 BIOMAGNETIC TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS) THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, 1997 1996 1997 1996 ------ ------ ------ ------ REVENUES Product sales $ 5,198 $ 15 $ 6,733 $ 150 Contract research 0 0 0 29 Service revenue 91 176 278 355 Interest income 36 106 214 391 Other income (expense) 288 11 302 (96) Fx effects (34) 22 267 36 ------ ------ ------ ------ Total revenues 5,579 330 7,794 865 ------ ------ ------ ------ EXPENSES Production costs 2,857 326 3,941 876 Contract research costs 0 0 32 Service costs 47 32 119 83 Research and development 819 1,570 2,706 5,048 Marketing and sales 477 800 1,717 2,303 General and administrative 606 553 1,541 1,635 Interest expense 7 0 77 10 -------- -------- -------- ------- Total expenses 4,813 3,281 10,101 10,037 -------- -------- -------- ------ NET INCOME (LOSS) BEFORE INCOME TAXES $ 766 $(2,951) $(2,307) $(9,172) Provision for income taxes 0 1 1 1 -------- -------- -------- ------- NET INCOME (LOSS) $ 766 $(2,952) $(2,308) $(9,173) -------- -------- -------- ------- -------- -------- -------- ------- NET INCOME (LOSS) PER SHARE $ 0.02 $ (0.07) $ (0.05) $ (0.23) -------- -------- -------- ------- -------- -------- -------- ------- WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 47,692 39,944 45,119 39,963 -------- -------- -------- ------- -------- -------- -------- ------- See notes to consolidated financial statements 3 BIOMAGNETIC TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) NINE MONTHS ENDED JUNE 30, 1997 1996 ------ ------ OPERATING ACTIVITIES Net income (loss) $(2,308) $(9,173) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 342 733 (Gain) loss on sale /retirement of assets (226) 229 Interest expense 0 (381) Changes in operating assets & liabilities: Restricted cash 4,948 0 Accounts receivable (420) 761 Inventories 1,373 (2,230) Prepaid and other current assets (99) 110 Other assets (449) 23 Accounts payable (138) 620 Accrued liabilities (1,206) (397) Accrued salaries and employee benefits (253) 0 Customer deposits (4,286) 3,321 Other liabilities 42 43 ------ ------ Net cash provided by (used for) operating activities (2,680) (6,341) ------ ------ INVESTING ACTIVITIES Change in short-term investments 744 6,400 Capital expenditures (65) (520) Proceeds from sale of assets 326 0 ------ ------ Net cash (used for) provided by investing activities 1,005 5,880 ------ ------ FINANCING ACTIVITIES Proceeds from sale of common stock 3,088 34 Proceeds from bank loan 275 0 Repayment of Notes Payable (3,000) ------ ------ Net cash provided by financing activities 363 34 ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,312) (427) ------ ------ CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,752 2,314 ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD 440 1,887 ------ ------ ------ ------ See notes to consolidated financial statements. 4 BIOMAGNETIC TECHNOLOGIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The unaudited condensed consolidated financial statements included herein include the accounts of Biomagnetic Technologies, Inc. and its subsidiary (the "Company") and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although the Company believes that the disclosures made in this report are adequate to make the information not misleading, it is suggested that these financial statements be read in connection with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 1996. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting only of normal recurring accruals, necessary to present fairly its financial position at June 30, 1997 and the results of operations and its cash flows for the periods presented. The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 2. NET PROFIT (LOSS) PER SHARE Shares used in computing net profit (loss) per share include the weighted average of common stock outstanding. Common stock equivalents are antidilutive and are excluded from the computation of net profit (loss) per share. 3. INVENTORIES The composition of inventories is as follows: June 30, September 30, 1997 1996 ------ ------ Raw materials $ 310 $546 Work-in process 2,610 3,356 Finished goods 1,334 1,725 ------ ------ $4,254 $5,627 ------ ------ ------ ------ 4. MAGNES-Registered Trademark- WHOLE HEAD SYSTEM PRODUCTION AND DELIVERY RISK The Company's backlog at June 30, 1997 amounted to $7,736,000 and is composed of orders for the new Magnes 2500 Whole Head Magnetic Source Imaging System ("Magnes 2500 WH"), service contracts and government contracts. The Company has shipped eight (8) of its Magnes 2500 WH systems to customers and one (1) system to the Company's application development site at Scripps Clinic and Research Foundation, which is company owned. As of June 30, 1997 there have been five (5) final acceptances received on the eight (8) shipped systems. The delay in receipt of customer acceptances has been primarily due to a hardware upgrade, the need for which was not identified prior to installing the systems at customer sites, and additional software development required to meet unique customer contractual agreements. The required hardware upgrades were shipped to customer sites during the second quarter, and were either installed, or in the process of installation at the customer sites during the second and third quarters, thus facilitating the receipt of five (5) acceptances in the third quarter. The Company anticipates that the additional system hardware upgrades and specific customer software tools will be completed for the remaining three (3) already shipped and installed systems during the fourth quarter of fiscal year 1997. However, there can be no assurances that this will be accomplished. In the event that the hardware upgrade and software tools are not completed as anticipated for the three (3) systems, the remaining three customers final 5 acceptances could be further delayed, which could have a material adverse effect on the cash flow and cash resources of the Company. 6 SIGNATURES Pursuant to the requirements 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. BIOMAGNETIC TECHNOLOGIES, INC. Date August 4, 1997 /s/ D. Scott Buchanan ------------------------ D. Scott Buchanan President and Chief Executive Officer Date August 4, 1997 /s/ Herman Bergman ------------------------ Herman Bergman Vice President of Finance, Chief Financial Officer Secretary 7