CELSION CORP
10-Q/A, 1999-08-09
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                  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, 1999

                                       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 000-14242

                               CELSION CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Maryland                                52-1256615
     ------------------------------         ------------------------------------
     State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization

     10220-I Old Columbia Road
         Columbia, Maryland                            21046-1705
         ------------------                            ----------
 (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (410) 290-5390
                                                   --------------

         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 June 30, 1999, the Registrant had outstanding  50,757,992  shares
of Common Stock, $.01 par value.




<PAGE>

actual results will not differ materially from its  expectations.  Factors which
could cause  actual  results to differ from  expectations  include,  but are not
limited to, those referred to in the following paragraph.

General

  Since inception,  the Company has incurred  substantial  operating losses. The
Company expects  operating losses to continue and possibly  increase in the near
term and for the  foreseeable  future as it  continues  its product  development
efforts,  conducts clinical trials and undertakes marketing and sales activities
for new products.  The Company's  ability to achieve  profitability is dependent
upon its ability to successfully integrate new technology into its thermotherapy
systems,   conduct  clinical  trials,   obtain   governmental   approvals,   and
manufacture,  market  and sell its new  products.  Major  obstacles  facing  the
Company over the last several years have included inadequate funding, a negative
net worth, and the slow development of the thermotherapy market due to technical
shortcomings of the thermotherapy equipment available commercially.  The Company
has not continued to market its older thermotherapy system,  principally because
of the system's  inability to provide heat  treatment for other than surface and
sub-surface tumors.

  The operating results of the Company have fluctuated significantly in the past
on an annual and a quarterly  basis.  The  Company  expects  that its  operating
results will fluctuate  significantly  from quarter to quarter in the future and
will  depend on a number of factors,  many of which are  outside  the  Company's
control.

Results of Operations

Comparison of  Nine Months and Three Months Ended June 30, 1999
and Nine Months and Three Months Ended June 30, 1998

  There were no product sales for the nine months ended June 30, 1999,  compared
with  sales  of  $110,260  for the  nine  months  ended  June  30,  1998,  which
represented  re-orders of the Company's  older  equipment.  Significant  product
revenues are not expected  until  development  of  equipment  incorporating  the
Company's new technologies is completed and such equipment is clinically  tested
and receives necessary approvals from governmental regulatory agencies.

  Cost of sales for the nine months ended June 30, 1998 were  $45,500  which was
in line with previous periods.


Research  and  development  expense  decreased  substantially  to $ 683,604  and
$219,976  for the nine and three months  ended June 30, 1999  respectively  from
$1,298,168  and  $697,060  for the nine and three  months  ended  June 30,  1998
respectively. The decrease in 1999 expenditure levels, which were intended to be
comparable  to those in 1998,  was mainly due to a  reduction  in  research  and
development requirements.  Significant system development costs were expended in
the nine months ended June 30, 1998, which will no longer be necessary in future
periods.   The Company expects expenditures on research and development expenses
to increase for the remainder of the fiscal year, once Phase II BPH clinical and
Phase I breast cancer clinical trials begin.


  Selling,   general  and  administrative  expense  decreased  substantially  to
$853,470  and  $207,168  for the nine  and  three  months  ended  June 30,  1999


                                       8
<PAGE>
                                   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.



  DATE: August 9, 1999
                                CELSION CORPORATION
                                -------------------
                                               (Registrant)



                                By:/s/Spencer J. Volk
                                   ------------------
                                   Spencer J. Volk
                                   President and Chief Executive Officer



                                By:/s/John Mon
                                   -----------
                                   John Mon
                                   Treasurer and Chief Accounting Officer




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