MEDICAL DYNAMICS INC
10QSB, 1997-05-14
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

                                       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:  0-8632


                             MEDICAL DYNAMICS, INC.
              ----------------------------------------------------
              Exact name of Registrant as specified in its charter


Colorado                                                  84-0631765
- ------------------------------                            ---------------
State or other jurisdiction of                            I.R.S. Employer
incorporation or organization                             Identification No.


99 INVERNESS DRIVE EAST, ENGLEWOOD, CO                    80112
- --------------------------------------                    --------
Address of principal executive offices                    Zip Code

Registrant's telephone number, including area code:  303-790-2990
                                                     ------------

Former  name,  former  address and former  fiscal  year,  if changed  since last
report: NA

Indicate  by check  mark  whether  the  Registrant  (1) has  filed  all  annual,
quarterly and other  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
                                    ---      ---

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of May 14, 1997 is 7,636,052 shares, $.001 par value.


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.           Financial Statements.

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

ASSETS                                                March          September
                                                     31, 1997         30, 1996
                                                   -----------      -----------

CURRENT ASSETS
    Cash and equivalents                           $ 1,325,500      $   993,200
    Certificates of deposit                             40,000           10,000
    Trade receivables, less
      allowance for doubtful
      accounts of $25,000                              204,300          181,600
    Inventories                                        238,700          264,400
    Prepaid expenses                                    22,300            9,400
                                                   -----------      -----------

        Total Current Assets                         1,830,800        1,458,600
                                                   -----------      -----------

PROPERTY AND EQUIPMENT
    Loaner equipment                                   337,700          853,800
    Machinery and equipment                            279,600          266,800
    Furniture and fixtures                             267,300          266,700
    Leasehold improvements                              54,500           54,500
                                                   -----------      -----------
                                                       939,100        1,441,800

    Less accumulated deprecia-
      tion and amortization                           (639,600)      (1,225,300)
                                                   -----------      -----------
        Property and Equipment, Net                    299,500          216,500
                                                   -----------      -----------

OTHER ASSETS
    Inventories, net of allowance
    for obsolescence of $210,000                       450,000          450,000
  Patents, patents pending and
      trademarks, net of accumulated
      amortization of $701,000
      and $681,400                                      79,500           96,700
    Other                                               16,500           14,900
                                                   -----------      -----------
        Total Other Assets                             546,000          561,600
                                                   -----------      -----------

TOTAL ASSETS                                       $ 2,676,300      $ 2,236,700
                                                   ===========      ===========






                 See Notes to Consolidated Financial Statements.

                                       -2-

<PAGE>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                   March,           September
                                                  31, 1997           30, 1996
                                                ------------       ------------

CURRENT LIABILITIES
    Accounts payable                            $    166,100       $    217,900
    Accrued expenses                                  33,000             77,500
    Warranty reserve                                  15,000             15,000
    Accrued royalties                                 60,000               --
                                                ------------       ------------

      Total Current Liabilities                      274,100            310,400
                                                ------------       ------------


STOCKHOLDERS' EQUITY
    Preferred stock, $.001
      par value; authorized
      5,000,000 shares; none
      issued and outstanding                            --                 --
    Common stock, $.001 par
      value; authorized
      15,000,000 shares;
      issued 7,636,100
      and 7,180,200 shares                             7,700              7,200
    Additional paid-in capital                    18,735,200         17,721,900
    Accumulated deficit                          (16,340,700)       (15,723,500)
                                                ------------       ------------
                                                   2,402,200          2,005,600

    Treasury stock, at cost;
     0 and 15,900 shares                                --              (79,300)
                                                ------------       ------------

      Total Stockholders' Equity                   2,402,200          1,926,300
                                                ------------       ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            $  2,676,300       $  2,236,700
                                                ============       ============








                 See Notes to Consolidated Financial Statements.

                                       -3-

<PAGE>
<TABLE>
<CAPTION>
                                       MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)

                                               Quarter ended                                  Six months
                                                 March 31,                                  ended March 31,
                                            ------------------                              ---------------
                                       1997                    1996                  1997                    1996
                                    -----------            -----------            -----------            -----------

<S>                                 <C>                    <C>                    <C>                    <C>        
Net sales                           $   290,700            $   227,300            $   488,300            $   390,700
Cost of goods sold                      226,800                127,200                372,100                239,800
                                    -----------            -----------            -----------            -----------
    Gross profit                         63,900                100,100                116,200                150,900
                                    -----------            -----------            -----------            -----------

Other operating
  revenue                                10,000                 20,900                 16,800                 51,600
                                    -----------            -----------            -----------            -----------

Operating expenses:
  Selling, general
    and adminis-
    trative                             259,400                340,900                558,000                634,500
  Depreciation and
    amortization                         38,800                 28,500                 77,600                 89,800
  Royalties                              30,000                   --                   60,000                   --
  Research and
    development                          48,700                 42,600                 81,000                 93,800
                                    -----------            -----------            -----------            -----------
                                        376,900                412,000                776,600                818,100
                                    -----------            -----------            -----------            -----------

   Operating loss                      (303,000)              (291,000)              (643,600)              (615,600)
                                    -----------            -----------            -----------            -----------

Other income
  (expense):
  Interest income                        15,700                 10,600                 26,900                 26,000
  Interest expense                         --                     --                     (500)                  --
                                    -----------            -----------            -----------            -----------
                                         15,700                 10,600                 26,400                 26,000
                                    -----------            -----------            -----------            -----------

Loss before
  income taxes                         (287,300)              (280,400)              (617,200)              (589,600)

Income tax benefit                         --                     --                     --                     --
                                    -----------            -----------            -----------            -----------

Net loss                            $  (287,300)           $  (280,400)           $  (617,200)           $  (589,600)
                                    ===========            ===========            ===========            ===========


Net loss per share                  $      (.04)           $      (.04)           $      (.08)           $      (.08)
                                    ===========            ===========            ===========            ===========


Weighted average
 number of shares
 outstanding                          7,542,600              6,879,500              7,531,900              6,879,500
                                    ===========            ===========            ===========            ===========




                                         See Notes to Consolidated Financial Statements.

                                                              -4-
</TABLE>

<PAGE>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                      Six Months ended March 31,
                                                      --------------------------
                                                        1997            1996
                                                      ---------       ---------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                            $(617,200)      $(589,600)
  Adjustments to reconcile net
   loss to net cash used in
   operating activities:
     Depreciation and
      amortization                                       77,600          89,800
     Fair value of common
      stock options                                      46,900            --
     Gain on sale of loaner
      equipment                                            --            (4,500)
     Change in assets and liabilities:
      (Increase) Decrease in
       trade accounts receivable                        (24,500)        135,500
      Decrease in notes
        receivable                                         --           110,000
      Increase in accrued
       royalties payable                                 60,000            --
      (Increase) Decrease in
       inventory purchases                             (123,700)         55,200
      Change in other assets                            (14,400)         27,200
      Decrease in accounts
       payable, accrued expenses
       and product warranty costs                       (96,400)       (101,000)
                                                      ---------       ---------

Net cash used in
 operating activities                                  (691,700)       (277,400)
                                                      ---------       ---------


CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of
   loaner equipment                                        --             4,500
  Loss on disposal of
   Loaner equipment                                      41,600            --
  Increase in intangible assets                          (9,100)         (8,900)
  Purchase of certificate of
    deposit                                             (30,000)           --
  Purchase of equipment                                 (24,800)        (30,600)
                                                      ---------       ---------

Net cash used in
 investing activities                                   (22,300)        (35,000)
                                                      ---------       ---------



                 See Notes to Consolidated Financial Statements.

                                       -5-

<PAGE>
<TABLE>
<CAPTION>

                              MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                           (Unaudited)

                                                                       Six months ended March 31,
                                                                       --------------------------
                                                                           1997          1996
                                                                       ------------   -----------
<S>                                                                     <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common
   stock arising from exercise
   of options                                                           $ 1,046,300   $      --
                                                                        -----------   -----------

Net Increase (Decrease) in cash
  and cash equivalents                                                      332,300      (312,400)

Cash and equivalents:

  Beginning of Period                                                       993,200     1,071,700
                                                                        -----------   -----------

  End of Period                                                         $ 1,325,500   $   759,300
                                                                        ===========   ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                                  $       500   $      --
                                                                        ===========   ===========



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Loaner equipment transferred
  from inventory                                                        $   102,000   $    23,300
                                                                        ===========   ===========







                                    See Notes to Consolidated Financial Statements.

</TABLE>
                                                      -6-

<PAGE>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. MANAGEMENT ADJUSTMENTS

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in conjunction with the Registrant's September 30, 1996 Form 10-KSB. The
results of  operations  for the periods  ended March 31, 1997 and March 31, 1996
are not necessarily indicative of operating results for the full years.

     The  Consolidated  Financial  Statements  and other  information  furnished
herein  reflect all  adjustments  which are, in the opinion of management of the
Registrant,  necessary  for a fair  presentation  of the  results of the interim
periods covered by this report.  Adjustments to the financial statements were of
a normal recurring nature.

Note 2. EARNINGS PER SHARE

     For the six  months  ended  March  31,  1997 and  1996,  both  primary  and
fully-diluted  earnings  per share  are  calculated  based  upon  7,531,900  and
6,879,500, respectively, average common shares outstanding. For the three months
ended March 31, 1997 and 1996, both primary and fully-diluted earnings per share
are calculated based upon 7,542,600 and 6,879,500,  respectively, average common
shares  outstanding.  Shares  issuable  under common stock options were excluded
from the computation of earnings per share because the effect was anti-dilutive.
At  March  31,  1997  and  1996,  the  Registrant  had  754,000  and  1,176,900,
respectively,  of vested  common stock options  outstanding.  Total common stock
options  outstanding  (including  both vested and unvested)  were  1,676,900 and
1,176,900 at March 31, 1997 and 1996, respectively.

NOTE 3. INCOME TAXES

     Under the  provisions of the Internal  Revenue  Code,  the  Registrant  has
available  net  operating   loss  and  research  and   development   tax  credit
carryforwards of  approximately  $16,300,000 and $170,000,  respectively,  which
expire in varying amounts from 1997 through 2011.

     The net  operating  loss and  business tax credit  carryforwards  described
above give rise to a deferred tax asset of approximately $6,600,000.  This asset
is recorded  net of a  valuation  allowance  of the same  amount.  Therefore  no
amounts are reflected in the accompanying balance sheet.


                                       -7-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)



NOTE 4.  INVENTORIES

     Inventories  consist of the  following at March 31, 1997 and  September 30,
1996:

                                                    March 31,     September 30,
                                                      1997            1996
                                                    ---------     -------------
Raw materials, purchased and
  replacement parts                                 $ 509,900      $ 444,600
Finished goods                                        350,000        479,800
Work in process                                        38,800           --
Allowance for obsolescence                           (210,000)      (210,000)
                                                    ---------      ---------
                                                    $ 688,700      $ 714,400
                                                    =========      =========


At March 31, 1997 and September 30, 1996, respectively,  inventories of $450,000
are classified as a long term asset in the  accompanying  balance  sheets.  This
estimate was determined by considering  both historical and projected  levels of
sales for goods included in inventories.  A substantial portion of raw materials
is expected to be utilized for repairs of  equipment  sold over the past several
years.  Management  believes  that it may take up to five years to fully utilize
this portion of the Company's  inventories  based upon current levels of repairs
and expected production levels of new products.


                                       -8-

<PAGE>



     MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

     As discussed in Note 2 to the audited financial  statements as of September
30, 1996,  (see the  Registrant's  form 10-KSB dated  September 30, 1996 and the
accompanying audited financial  statements),  the Company has suffered recurring
losses and negative cash flows from operations.  This raises  substantial  doubt
about the Company's ability to continue as a going concern.  Without significant
sales increases,  the Registrant  anticipates negative cash flow from operations
for fiscal 1997 and beyond.  The Registrant  believes that its existing  capital
resources are  sufficient for the current fiscal year, and the Registrant is not
seeking any additional debt or equity financing at this time,  however there are
754,000  vested common stock options  outstanding  as of March 31, 1997,  and if
exercised  (of which there can be no  assurance),  these  options  would provide
varying amounts of additional  working  capital to the Registrant.  Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

     Financial  Condition.  (March 31, 1997 as compared to  September  30, 1996)
During the six month period ended March 31, 1997, the  Registrant's  net working
capital  increased  approximately  $408,500,  due primarily to the generation of
cash of $1,046,300  through the exercise of common stock options,  offset by the
use of cash in operations and the resultant  operating  loss. Cash has been used
primarily to fund an increase in inventories in anticipation of increased dental
camera  sales and certain  manufacturer  inventory  purchase  requirements,  the
general operations of the Registrant including research and development,  and to
promote the sales, introduction, and marketing of products.

     Principal  changes in the  components  of net  working  capital for the six
months ended March 31, 1997 consist of an increase in short term  investments by
$30,000,  an increase in the trade accounts receivable balance by $22,700, a net
decrease in total inventory levels by $25,700 (cash purchases of $123,700 net of
non-cash  transfers of  inventory  to loaner and demo  equipment of $102,000 and
other research and development use of inventory components),  and a reduction in
current liabilities by $36,300.

     During the six month periods ended March 31, 1997 and 1996,  the Registrant
experienced  negative cash flows from operations of  approximately  $691,700 and
$277,400,  respectively.  This increase in cash used for  operations of $414,300
over the  comparable  period of last fiscal  year was a result of the  following
significant factors: Cash purchases of inventory increased by $123,700 during

                                       -9-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)


this period of fiscal 1997 as compared  to a reduction  in  inventory  levels by
$55,200  during  the  comparable   period  of  fiscal  1996.  This  increase  in
inventories  during fiscal 1997 is in  anticipation  of increased  dental camera
sales and certain manufacturer inventory purchase  requirements.  Trade accounts
receivable  increased  by $24,500 due to  increased  sales during this period of
fiscal 1997 versus a decrease of $135,500 during the comparable period of fiscal
1996.  During the  comparable  period of fiscal  1996 the  Registrant  collected
$110,000 due on a related party note  receivable.  There was no note  receivable
balance due during fiscal 1997. A non-cash  expense was  recognized  during this
period of fiscal 1997 in the amount of $60,000 for the accrual of royalties  per
the terms of the amended and restated licensing  agreement with the Registrant's
chairman.  No expense was accrued  during this period of fiscal 1996. A non-cash
expense  was  recognized  during  this  period of fiscal  1997 in the  amount of
$46,900 for the fair value of common stock options accruing due to dental camera
sales  benchmarks being achieved for consultant stock options in accordance with
FAS 123. No such  option  contracts  existed  during the  comparative  period of
fiscal 1996.

     To continue the  Registrant's  objective of  curtailing  operating  losses,
negative cash flow from operations and liquidity erosion further,  management is
continually  reviewing product profit margins and general expense accounts,  and
will reduce or eliminate all non-essential  expenditures.  Purchasing procedures
are  also in  place to  ensure  minimized  product  costs  and to  avoid  excess
inventory  levels.  Management of the Registrant is also  continuing to seek OEM
customers for all product lines. The Company also entered into a revised license
agreement  with Dr. Edwin Adair during fiscal 1995  resulting in reduced  patent
maintenance and other associated costs.

     Without  significant  sales  increases,  the Registrant  still  anticipates
negative  cash flow from  operations  for fiscal 1997 and beyond.  During fiscal
1997 and fiscal 1996 cash flow  deficits were funded by employee,  officer,  and
consultant  stock  option  exercises.  In previous  years this  deficit has been
funded by equity placements and loans from the Company's chairman.  However, the
Registrant's  ability to fund its  operations  will be dependant  upon achieving
profitability and in generating a positive cash flow from operations. Unless the
Registrant  is able  to  increase  sales  revenues,  and  achieve  and  maintain
profitability  during  fiscal 1997,  the  Registrant  may be facing  significant
working  capital  shortages  beginning  in  fiscal  year  1998.  There can be no
assurance that the Company will be able to achieve this goal.


                                      -10-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)

     The Registrant  believes that its existing capital resources are sufficient
for the current  fiscal  year,  and the  Registrant  has planned no  significant
capital  expenditures.  The Registrant is not seeking  additional debt or equity
capital at this time,  however  there are 754,000  vested  common stock  options
outstanding  as of March 31, 1997,  and if  exercised  (of which there can be no
assurance),  these options would provide varying  amounts of additional  working
capital to the Registrant. These options have various prices which range between
$1.125 and $4.00 per share and at May 8, 1997 the price of the Company's  common
stock was approximately  $2.13. If the Registrant does obtain additional capital
(of which there can be no assurance),  the  Registrant  will be able to allocate
more  resources to sales and  marketing  efforts  (including  negotiations  with
prospective OEM relationships), and research and development.

     Results  of  Operations.  As  an  aid  to  understanding  the  Registrant's
operating results, the following table indicates the percentage relationships of
principal  revenue  and  expense  items  to  total  net  sales  included  in the
Consolidated  Statements of Operations for the six month periods ended March 31,
1997 and 1996 and the percentage changes in those items for the same periods.

<TABLE>
<CAPTION>

               As a percent of
                total revenue
                 for the six                                                         Percentage
                month period                                                         change from
               ended March 31,                                                     the prior years
           1997                 1996             Revenue/Expense Items            comparable period
           ----                 ----             ---------------------            -----------------

           <S>                 <C>               <C>                              <C>  
           100.0%               100.0%            Net sales                             25.0%
            76.2%                61.4%            Cost of goods sold                    55.2%
            23.8%                38.6%            Gross profit                         (23.0%)
             3.4%                13.2%            Other operating revenue              (67.4%)
           114.3%               162.4%            Selling, general and admin           (12.1%)
            15.9%                23.0%            Depreciation & amortization          (13.6%)
            12.3%                 0.0%            Royalties                               n/a
            16.6%                24.0%            Research and development             (13.6%)
          (131.8%)             (157.6%)           Operating loss                         4.5%
             5.4%                 6.7%            Other income/(expense)                 1.5%
          (126.4%)             (150.9%)           Net loss                               4.7%
</TABLE>


     Revenue.  Sales for the six months  ended March 31,  1997 and 1996  totaled
$488,300 and $390,700, respectively, for an increase of approximately $97,600 or


                                      -11-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)


25.0%.  The  Registrant's  intraoral  dental camera,  still in the  introductory
stage,  generated revenues of $346,500 for this six month period of fiscal 1997,
or 71% of total sales revenue,  primarily  during January through March of 1997.
There were no sales of this camera during the comparable  period of fiscal 1996.
The Registrant had previously received significant purchase orders for intraoral
dental cameras  specifically  developed for an OEM company (see the Registrant's
form 10-KSB  dated  September  30, 1996 for further  information).  To date this
company  has been  unable  to  obtain  the  financing  necessary  to  allow  the
Registrant to prudently  build and ship the previously  ordered  cameras.  There
have been no sales to this company as of the date of this report. The Registrant
is currently  involved in  negotiations  to resolve the unfilled  purchase order
which could result in the Registrant's acquisition of additional rights under an
existing  license  agreement  that  currently  exists between the two companies,
although no assurances as to the successful consummation of this transaction can
be  given.   The  Registrant  is  also  currently   negotiating  with  a  former
representative  of that OEM  company  to  replace  those  purchase  orders  with
purchase  orders  from a new entity  which has  already  raised a portion of the
equity required to complete a similar project,  although no assurances as to the
success of this  project can be given.  The  following  medical  product  groups
incurred  significant  sales  decreases  over the comparable six month period of
fiscal 1996 in the following amounts:  general accessories $110,000,  electronic
video laparoscope (EVL's) $48,500,  optical catheters & accessories $78,100, the
Adair Veress needle $20,500. The declining sales levels are due to a decrease in
capital  budget  expenditures  in  hospitals  coupled with less  influence  over
purchasing  decisions by physicians,  reduced medical  marketing  efforts by the
Registrant,  and  increased  competition  from other  manufacturers  of surgical
cameras.  Domestic,  non-OEM  sales  accounted  for 96% and 52% of total  sales,
foreign sales accounted for 4.0% and 40% of total sales, and OEM sales accounted
for 0% and 8% of the total sales for the comparable periods ended March 31, 1997
and 1996, respectively.

     Foreign sales for the six months ended March 31, 1997 and 1996 were $19,100
and $155,700,  respectively, for a decrease of $136,600 or 88%. This decrease is
due primarily to a decline in EVL, light source and spare cable sales to foreign
distributors in Pakistan and England, and to Rosot Enterprises, the Registrant's
South American  distributor.  The Company's  foreign sales are derived primarily
from the following markets: South America,  England,  France,  Australia and The
Netherlands.  Management believes that foreign sales will be restored and exceed
previous  period  levels  based  upon the  introduction  of the True  vision  II


                                      -12-

<PAGE>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)


intraoral dental camera, a digital version of the electronic video  laparoscope,
and world  wide  distribution  of lap wrap,  although  no  assurances  as to the
success of this strategy are given.

     Cost of Goods Sold.  Cost of goods sold for the six months  ended March 31,
1997 and 1996 totaled  $372,100 and $239,800,  respectively,  for an increase of
approximately  $132,300 or 55.2%. Total cost of goods sold as a percent of sales
was 76.2% and 61.4%, respectively,  for the same periods. The cost of goods sold
amount  for  both  fiscal  1997  and  1996  no  longer  includes  a  significant
underapplied  overhead amount for  under-utilized  manufacturing  capacity.  The
fiscal 1996 cost of sales figure reflects a reclassification of $135,500 made by
management  from  cost of goods  sold to  selling,  general  and  administrative
expense in an effort to more  accurately  identify and compare  standard cost of
sales.  The  increase  of 14.8% in cost of sales is due to  negative  production
variances  such as  labor  and  materials.  Varying  sales  product  mixes  also
contribute to the cost of sales percentage increase.

     Selling,  General and Administrative Expenses (SG&A). SG&A expenses for the
six  months  ended  March  31,  1997  and  1996  were   $558,000  and  $634,500,
respectively,  for a decrease of approximately $76,500 or 12.1%. The fiscal 1997
number  includes a non cash expense of $46,900 for vesting of consultant  common
stock  options  per FAS 123,  a $41,600  writeoff  of loaner  and  demonstration
equipment,  and a $10,200 charge for bad debts.  Without these non-cash  expense
charges  totaling  $65,400,  the  fiscal  1997  SG&A  expense  would  have  been
approximately $459,300, or an improvement by $175,200 over fiscal 1996 expenses.
Other  significant  expense  reductions during fiscal 1997 versus the comparable
period of fiscal 1996 include reduced depreciation and amortization charges as a
substantial  amount of loaner equipment became fully  depreciated  during fiscal
1996, and cost cutting measures  instituted by Management  precipitated by lower
sales and production  values.  The  registrant  continues to reduce or eliminate
expenses in all areas when practical.

     Research and  Development  Costs (R&D).  For the six months ended March 31,
1997 and  1996 R&D  expenses  were  $81,000  and  $93,800,  respectively,  for a
decrease  of  approximately  $12,800  or 13.6%.  A  significant  portion of this
decrease  is due to a  reallocation  and focus of the  Registrant's  R&D  budget
toward projects specifically related to the intraoral dental camera. General R&D
funding has been reduced along with funding for the model 5990 optical  catheter
system.  The Registrant  policy is to fund research and  development as it deems
appropriate to maintain or gain a competitive advantage.

                                      -13-

<PAGE>


                           PART II - OTHER INFORMATION



Item 5. Other Information.

     None


ITEM 6. Exhibits and Reports on Form 8-K

     (a) Exhibits:

         27. Financial data schedule.


     (b) Reports on Form 8-K: None.








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.



Date:  May 14, 1997                       /s/ Van A. Horsley
                                          ------------------
                                          Van A. Horsley, President,
                                          Principal Executive Officer,
                                          and Principal Financial Officer



                                      -14-

<TABLE> <S> <C>



<ARTICLE> 5
       
<S>                                           <C>
<PERIOD-TYPE>                                 6-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       1,325,500
<SECURITIES>                                    40,000
<RECEIVABLES>                                  229,300
<ALLOWANCES>                                  (25,000)
<INVENTORY>                                    688,700
<CURRENT-ASSETS>                             1,830,800
<PP&E>                                         939,100
<DEPRECIATION>                               (639,600)
<TOTAL-ASSETS>                               2,676,300
<CURRENT-LIABILITIES>                          274,100
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         7,700
<OTHER-SE>                                   2,394,500
<TOTAL-LIABILITY-AND-EQUITY>                 2,676,300
<SALES>                                        488,300
<TOTAL-REVENUES>                               532,000
<CGS>                                          372,100
<TOTAL-COSTS>                                1,148,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 500
<INCOME-PRETAX>                              (617,200)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (617,200)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (617,200)
<EPS-PRIMARY>                                    (.08)
<EPS-DILUTED>                                    (.08)
        

</TABLE>


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