EPITOPE INC/OR/
10-Q, 2000-05-10
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              ---------------------


                                    FORM 10-Q


(Mark One)

[X] Quarterly report pursuant to section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarter ended March 31, 2000
                                       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 1-10492


                                  EPITOPE, INC.
             (Exact name of registrant as specified in its charter)

                              OREGON NO. 93-0779127
        (State or other jurisdiction of (IRS Employer Identification No.)
                         incorporation or organization)

                             8505 SW Creekside Place
                Beaverton, Oregon                      97008-7108
               (Address of principal executive offices) (Zip code)

                                 (503) 641-6115
              (Registrant's telephone number, including area code)


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 [ ]

Number of shares of Common  Stock,  no par  value,  outstanding  as of March 31,
2000: 15,964,919

<PAGE>

                          PART I. FINANCIAL INFORMATION

<TABLE>
                                                                                                         PAGE NO.
                                                                                                         --------
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<S>                                                                                                        <C>
     Condensed Consolidated Balance Sheets at March 31, 2000 (unaudited)
         and September 30, 1999.........................................................                     2
     Condensed Consolidated Statements of Operations (unaudited) for the
         three months and six months ended March 31, 2000 and 1999......................                     3
     Condensed Consolidated Statements of Changes in Shareholders' Equity
         (unaudited) for the three months and six months ended March 31, 2000...........                     4
     Condensed Consolidated Statements of Cash Flows (unaudited) for the six
         months ended March 31, 2000 and 1999...........................................                     5

     Notes to Condensed Consolidated Financial Statements (unaudited)...................                     6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS .........................................................                     9

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................                    11


                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS..............................................................                    12

ITEM 5.  OTHER INFORMATION..............................................................                    12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...............................................                    12
</TABLE>

<PAGE>
EPITOPE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
                                                                          MARCH 31, 2000            SEPTEMBER 30, 1999
                                                                           (Unaudited)
ASSETS

Current assets
<S>                                                                    <C>                           <C>
Cash and cash equivalents...........................                   $     7,460,328               $    1,075,898
Marketable securities...............................                         3,977,407                    4,532,594
Trade accounts receivable, net .....................                         1,536,217                    1,489,884
Other receivables...................................                           620,122                       73,356
Inventories (Note 2) ...............................                         1,316,003                    1,504,050
Prepaid expenses....................................                           411,558                      329,958
                                                                       ---------------               --------------
                                                                            15,321,635                    9,005,740

Property and equipment, net.........................                         1,233,131                    1,030,595
Patents and proprietary technology, net ............                           402,520                      487,085
Other assets and deposits...........................                           172,102                      170,895
                                                                       ---------------               --------------

                                                                       $    17,129,388               $   10,694,315



LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable....................................                   $       313,953               $      474,713
Salaries, benefits and other accrued liabilities....                         1,167,038                    1,643,573
                                                                       ---------------               --------------
                                                                             1,480,991                    2,118,286

Commitments and contingencies.......................                                 -                            -

Shareholders' equity (Notes 2 and 4)
Contributed capital.................................                       123,322,488                  114,827,231
Accumulated deficit.................................                      (107,674,091)                (106,251,202)
                                                                       ---------------               --------------
                                                                            15,648,397                    8,576,029

                                                                       $    17,129,388               $   10,694,315
</TABLE>


<PAGE>

EPITOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
                                                       THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                             MARCH 31                          MARCH 31
                                                       2000          1999                2000           1999
Revenues
<S>                                                 <C>            <C>                <C>            <C>
Product sales ..............................        $  3,044,586   $   2,072,919      $  5,629,342   $   4,317,329
Grants and contracts .......................              32,247               -            74,517              59
                                                    ------------   -------------      ------------   -------------

                                                       3,076,833       2,072,919         5,703,859       4,317,388

Costs and expenses
Product costs ..............................           1,215,149         682,875         2,236,214       1,512,321
Operations..................................             390,093         453,996           815,751         827,200
Research and development costs .............             771,867         594,903         1,309,088       1,132,758
Selling, general and administrative expenses           1,715,702       1,244,568         2,936,784       2,507,482
                                                    ------------   -------------      ------------   -------------

                                                       4,092,811       2,976,342         7,297,837       5,979,761

Loss from operations .......................          (1,015,978)       (903,423)       (1,593,978)     (1,662,373)

Other income (expense), net
Interest income.............................             107,544          75,281           175,404         140,516
Interest expense............................                (143)           (190)             (240)           (532)
Other, net..................................                (887)         (4,670)           (4,075)        (10,591)
                                                    ------------   -------------      ------------   -------------
                                                         106,514          70,421           171,089         129,393

Net loss....................................        $   (909,464)  $    (833,002)     $ (1,422,889)  $  (1,532,980)

Basic and diluted net loss per share........        $      (0.06)  $      (0.06)      $      (0.10)  $      (0.11)


Weighted average number of shares outstanding         15,067,881      14,008,013        14,655,199      13,799,135
</TABLE>


<PAGE>

EPITOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
   SHAREHOLDERS' EQUITY

<TABLE>
                                                          COMMON STOCK                 ACCUMULATED
                                                     SHARES           DOLLARS             DEFICIT          TOTAL

<S>                                                 <C>           <C>               <C>              <C>
BALANCES AT SEPTEMBER 30, 1999.................     14,245,097    $  114,827,231    $(106,251,202)   $    8,576,029
Common stock issued upon
  exercise of options..........................         12,846            58,250                -            58,250
Common stock issued as
  matching savings plan contributions.......             2,691            17,492                -            17,492
Common stock issued under Employee
  Stock Purchase Plan..........................          1,253             4,197                -             4,197
Compensation expense for
  stock option grants..........................              -            80,108                -            80,108
Net loss for the quarter.......................              -                 -         (513,425)         (513,425)
                                                    ----------    --------------    -------------    --------------
BALANCES AT DECEMBER 31, 1999 (UNAUDITED)......     14,261,887    $  114,987,278    $(106,764,627)   $    8,222,651

Common stock issued upon
  exercise of options..........................      1,143,944         5,071,383                -         5,071,383
Common stock issued upon
  exercise of warrants......................           551,700         3,262,202                -         3,262,202
Common stock issued as
  matching savings plan contributions.......             2,193            20,559                -            20,559
Common stock issued under Employee
  Stock Purchase Plan..........................          5,195            24,838                -            24,838
Compensation expense for
  stock option grants..........................              -            28,373                             28,373
Expenses related to equity issuance............              -           (72,145)               -           (72,145)
Net loss for the quarter.......................              -                 -         (909,464)         (909,464)
                                                    ----------    --------------    -------------    --------------
BALANCES AT MARCH 31, 2000 (UNAUDITED).........     15,964,919    $  123,322,488    $(107,674,091)   $   15,648,397
</TABLE>


<PAGE>


EPITOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
SIX MONTHS ENDED MARCH 31                                                             2000                   1999

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                              <C>                   <C>
Net loss                                                                         $ (1,422,889)         $ (1,532,980)
Adjustments to reconcile net loss
   to net cash used in operating activities:
Depreciation and amortization .........................................               309,613               311,553
Loss on disposition of assets..........................................                    40                10,590
(Increase) decrease in accounts receivable and other receivables ......              (593,099)              494,261
Decrease (increase) in inventories ....................................               188,047              (623,969)
(Increase) decrease in prepaid expenses ...............................               (81,600)               17,377
Decrease in accounts payable and accrued liabilities ..................              (637,295)             (547,978)
Common stock issued as compensation for services.......................                     -                41,685
Compensation expense for stock option grants and
   deferred salary increases ..........................................               108,481               157,312
Other, net ............................................................                41,070                     -
                                                                                 ------------          ------------
Net cash used by operating activities..................................            (2,087,632)           (1,672,149)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in marketable securities ...................................            (6,110,187)           (3,971,291)
Proceeds from sale of marketable securities ...........................             6,665,373             3,269,206
Additions to property and equipment ...................................              (401,951)             (325,971)
Expenditures for patents and proprietary technology ...................               (25,673)              (99,488)
Investment in affiliated companies.....................................               (42,276)              (18,059)
                                                                                 ------------          ------------
Net cash provided (used) by investing activities.......................                85,286            (1,145,603)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ................................             8,386,776             2,178,788
                                                                                 ------------          ------------
Net cash provided by financing activities..............................             8,386,776             2,178,788

Net increase (decrease) in cash and cash equivalents ..................             6,384,430              (638,964)
Cash and cash equivalents at beginning of period ......................             1,075,898             1,164,275
                                                                                 ------------          ------------
Cash and cash equivalents at end of period                                       $  7,460,328       $       525,311
</TABLE>


<PAGE>


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1   THE COMPANY

Epitope,  Inc. (Epitope or the Company) develops,  manufactures and markets oral
specimen  collection devices and diagnostic  products using its proprietary oral
fluid technologies. These products are sold to public and private-sector clients
in the United States and certain foreign countries.  The Company's primary focus
is on the detection of antibodies to the Human Immunodeficiency Virus (HIV), the
cause of Acquired Immune Deficiency Syndrome (AIDS). The Company's technology is
also  being  used to test for  drugs-of-abuse  and  other  analytes.  Commercial
distribution of the Company's oral specimen  collection device as part of a test
for the five major drugs-of-abuse was launched on February 2, 2000.

The interim  condensed  consolidated  financial  statements  included herein are
unaudited; however, in the opinion of the Company's management, the interim data
include  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary  for a fair  statement  of the results of  operations  for the interim
periods.  These condensed  consolidated  financial  statements should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's 1999 Annual Report on Form 10-K.  Results of operations for the period
ended March 31, 2000 are not necessarily indicative of the results of operations
expected for the full fiscal year.


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis  of  Presentation.  The  accompanying  financial  statements  include  the
accounts  of the  Company  and its joint  venture  subsidiary.  All  significant
intercompany balances and transactions have been eliminated.

<TABLE>
Inventories.  Inventory components are summarized as follows:                    03/31/00               9/30/99
                                                                                (Unaudited)

<S>                                                                          <C>                   <C>
Raw materials.........................................................       $    298,268          $    360,806
Work-in-process.......................................................            512,734               441,952
Finished goods .......................................................            505,001               701,292
                                                                             ------------             ---------
                                                                             $  1,316,003          $  1,504,050
</TABLE>

Net Loss Per Share. Basic and diluted loss per share has been computed using the
weighted  average  number of shares of common stock and  potential  common stock
outstanding during the period.  Potential common stock consists of the number of
shares  issuable  upon  exercise of  outstanding  warrants  and options less the
number of  shares  assumed  to have been  purchased  for the  treasury  with the
proceeds  from  such  exercise.  Potential  common  stock is  excluded  from the
computation if its effect is anti-dilutive.  Basic and diluted net income (loss)
per  share are the same for the  comparable  three  month and six month  periods
ended March 31, 2000 and 1999.  Shares of  potential  common stock that were not
included in the calculation of diluted loss per share as they were anti-dilutive
are as follows:

<TABLE>
                                      THREE MONTHS ENDED                  SIX MONTHS ENDED
                                     3/31/00           3/31/99           3/31/00          3/31/99

<S>                                <C>                 <C>             <C>                <C>
       Number of Shares..........  1,716,250           873,662         1,232,802          496,296
</TABLE>

Exercise  of Options and  Warrants.  During the  quarter  ended March 31,  2000,
1,143,944  shares of common stock were issued for the exercise of employee stock
options,  and 551,700  shares of common  stock were  issued for the  exercise of
warrants. Proceeds from the exercise of options and warrants were $5,071,383 and
$3,262,202,  respectively.  Equity  issuance  costs of $72,145  for  commissions
related  to the  exercise  of  common  stock  warrants  were  deducted  from the
proceeds. Payroll taxes related to the exercise of employee stock options during
the quarter,  charged to general and administrative expenses, were $259,602. See
Note 4 regarding subsequent exercises.


<PAGE>

Statement of Cash Flows. Cash paid for interest approximated interest expense in
the quarters ended March 31, 2000 and 1999. No cash was paid for income taxes in
fiscal  2000  or  1999.   Compensation   expense  related  to  the  issuance  of
compensatory  equity  securities,  which also represent  non-cash  transactions,
amounted  to  $108,481  and  $157,312 in the first six months of fiscal 2000 and
1999, respectively.

Management Estimates. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
relating  to  assumptions  that  affect  the  reported  amounts  of  assets  and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  as well as the  reported  amounts  of  revenues  and
expenses  during the  reporting  period.  Actual  results  could vary from these
estimates.

Reclassifications. Certain reclassifications have been made to prior years' data
to conform with the current year's presentation.  These reclassifications had no
impact on previously  reported  results of operations or  shareholders'  equity.
Regulatory affairs, quality assurance,  materials management and purchasing were
reclassified  as  Operations.  In the  comparable  periods of fiscal  1999 these
departments  were included in either Research and development  costs or Selling,
general and administrative expenses. Management believes these reclassifications
provide a more meaningful presentation.


NOTE 3   SEGMENT AND GEOGRAPHIC AREA INFORMATION

The  following  disclosures  are required by  Statement of Financial  Accounting
Standards No. 131, "Segment Disclosures and Related Information" (SFAS 131):

The  Company's  products  are all  included  in the  medical  products  industry
segment.  See Note 1 for a description of the Company's business.  The Company's
products are sold  principally  in the United  States and Asia.  Operating  loss
represents  revenues  less product costs and  operating  expenses.  No operating
income or loss is reflected for geographic areas other than the United States as
all revenues for other geographic areas are exports from the United States.

IN THOUSANDS

<TABLE>
FOR THE SIX MONTHS ENDED                                   REVENUES         OPERATING LOSS       IDENTIFIABLE ASSETS
 MARCH 31,                                               2000    1999         2000    1999         2000     1999
 GEOGRAPHIC AREA
<S>                                                     <C>      <C>       <C>       <C>         <C>       <C>
   United States.....................................   $5,381   $4,087    $(1,423)  $(1,533)    $17,129   $10,694
   Canada............................................        7        2          -         -           -         -
   Asia..............................................      237      194          -         -           -         -
   Latin America.....................................        -        4          -         -           -         -
   Europe............................................        3       28          -         -           -         -
   Other.............................................        1        2          -         -           -         -
                                                        ------   ------    -------   -------     -------   -------
                                                        $5,629   $4,317    $(1,423)  $(1,533)    $17,129   $10,694
</TABLE>

Customer  Concentration.  In the second  quarter of fiscal  2000 four  customers
accounted  for 66 percent of product  revenues as compared to 71 percent for the
same quarter of fiscal 1999.  For the six month periods ended March 31, 2000 and
1999  the  same  four  customers  accounted  for  60  percent  and  70  percent,
respectively.  The Company  believes  that its  relationship  with each of these
customers  is  strong  and  believes  that  they  will  purchase  comparable  or
increasing volumes of the Company's products for the foreseeable  future.  There
can be no assurance, however, that sales to these customers will not decrease or
that these  customers  will not choose to replace the  Company's  products  with
those  of  competitors.  The  loss of any of these  customers  or a  significant
decrease  in the  volume of  products  purchased  by them  would have a material
adverse effect on the Company.


<PAGE>

NOTE 4  SUBSEQUENT EVENTS

Stock option  exercises.  Through  April 30,  2000,  the Company had received an
additional  $2.5  million in cash from the  exercise of warrants  and options to
purchase 427,867 shares of common stock.


<PAGE>

 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Statements  below regarding  future events or performance  are  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  The  Company's  actual  results  could be quite  different  from those
expressed  or  implied by the  forward-looking  statements.  Factors  that could
affect  results  include:  loss  of  key  personnel;   failure  to  comply  with
regulations of the FDA or other regulatory agencies;  obstacles to international
marketing of the Company's  products;  loss or impairment of sources of capital;
ability of the Company to develop product distribution channels;  ability of the
Company to develop new  products;  development  of  competing  products;  market
acceptance  of oral  testing  products;  and  changes in federal or state law or
regulations.  These  factors are  discussed  more fully  under  "Forward-Looking
Statements; Risk Factors" in Item 1 and elsewhere in the Company's Annual Report
on Form 10-K.  Although  forward-looking  statements  help to  provide  complete
information about the Company,  readers should keep in mind that forward-looking
statements  are much less  reliable  than  historical  information.  Readers are
cautioned not to place undue reliance on the forward-looking statements.

RESULTS OF OPERATIONS

The table below shows the amount (in  thousands)  and  percentage  of  Epitope's
total revenue  contributed  by each of its principal  products and by grants and
contracts.

<TABLE>
THREE MONTHS ENDED MARCH 31 (IN THOUSANDS, EXCEPT %)                         2000                      1999
                                                                      DOLLARS   PERCENT         DOLLARS   PERCENT
Product Sales
<S>                                                                  <C>         <C>            <C>        <C>
   Oral specimen collection devices.......................           $ 2,578       84%          $ 1,486      72%
   Western blot HIV confirmatory tests....................               416       13               499      24
   Other product sales....................................                51        2                88       4
                                                                     -------    -----           -------     ---
                                                                       3,045       99             2,073     100%
Grants and contracts......................................                32        1                 -       -
                                                                     -------    -----           -------     ---
                                                                     $ 3,077      100%          $ 2,073     100%

SIX MONTHS ENDED MARCH 31 (IN THOUSANDS, EXCEPT %)                          2000                       1999
                                                                      DOLLARS   PERCENT         DOLLARS   PERCENT
Product sales
   Oral specimen collection devices.......................           $ 4,708       83%          $ 3,005      70%
   Western blot HIV confirmatory tests....................               815       14             1,165      27
   Other product sales....................................               106        2               147       3
                                                                     -------    -----           -------     ---

                                                                       5,629       99             4,317     100
Grants and contracts......................................                75        1                 -       -
                                                                     -------    -----           -------     ---
                                                                     $ 5,704      100%          $ 4,317     100%
</TABLE>

Revenues. Total product sales increased by $972,000 or 47 percent in the current
quarter as compared  to the first  quarter of fiscal  1999.  This  increase  was
primarily a result of expanded  sales  volume of  Epitope's  lead  product,  the
OraSure oral specimen  collection  device,  which  increased by $1,092,000 or 73
percent in the current  quarter as compared to the first quarter of fiscal 1999.
Total product sales revenues  increased from the first quarter of fiscal 2000 by
$460,000 or 18 percent primarily as a result of growth in the life insurance and
international testing markets.

OraSure  device and other product  sales into the public  health  markets in the
quarter ended March 31, 2000 totaled  $720,000 or 24 percent of product sales as
compared  to  $458,000  or 21 percent  in the same  period of fiscal  1999,  and
$1,684,000  or 30 percent of  product  sales as  compared  to  $1,032,000  or 23
percent in the comparable six month periods.  The life insurance  testing market
in the second  quarter of fiscal 2000  contributed  $1,688,000  or 55 percent of
total  product sales for the period as compared to $988,000 or 48 percent in the
first quarter of fiscal 1999,  and  $2,767,000 or 49 percent of product sales as
compared to $1,890,000 or 44 percent in the comparable six month periods.  Sales
into international  markets in the current quarter were $153,000 or 5 percent of
product  sales as


<PAGE>

compared to $128,000 or 6 percent of product sales in the same quarter of fiscal
1999,  and  $294,000 or 5 percent of product  sales as compared to $231,000 or 6
percent in the comparable six month periods.

Sales of the Company's Western blot HIV confirmatory  tests decreased by $83,000
or 17 percent in the current  quarter as compared to the first quarter of fiscal
1999,  and  $350,000 or 30 percent in the  comparable  six month  periods.  With
reduced sales of Western blot HIV  confirmatory  tests to Organon  Teknika,  and
OraSure sales to a broader customer base, the total sales to the Company's top 4
customers decreased to 66 percent of total sales in the second quarter of fiscal
2000.  See  "Customer  Concentration"  in Note 3 to the  Consolidated  Financial
Statements, "Segment and Geographic Area Information."

Fiscal year sales are anticipated to rise in 2000, compared to fiscal year 1999.
However,  sales may be affected by economic  factors and  seasonality of certain
market segments.  Expectations for future sales are based primarily on forecasts
provided to the Company by individual customers rather than firm orders, as many
of the  customers  in the public  health and  international  markets do not have
ongoing purchase commitments with the Company.

Grant and contract  revenues  increased by $32,000 or 100 percent in the current
quarter as compared to the first quarter of fiscal 1999,  and by $75,000 for the
comparable  six month  periods  due to funding  from the grant  provided  by the
National  Institutes  for Health (NIH) for the  development  of a syphilis test.
Phase I of the grant  contract has been completed and the request to begin Phase
II has been made.

Gross Margin. Gross margin on product sales was 61 percent in the second quarter
of fiscal 2000 compared to 67 percent in the  comparable  period of fiscal 1999.
For the  comparable  six month  periods the gross margins were 60 percent and 65
percent,  respectively. The decline in gross margin is primarily attributable to
decreases in sales and production  volumes of the Western blot HIV  confirmatory
tests.

Operations. Operation expenses decreased by $64,000 or 14 percent in the current
quarter as compared to last year's second quarter and decreased $11,000 or 1% in
the comparable six month periods.  The decrease is due to cost  management and a
more stable employee base.

Research and Development  Expenses.  Research and development expenses increased
by  $177,000 or 30% as compared  to the second  quarter of fiscal  1999,  and by
$176,000 or 16 percent for the comparable  six month  periods.  R&D expenses for
fiscal  year 2000 are  expected  to exceed  the 1999 level as  spending  for the
syphilis  test and clinical  trials for OraQuick are planned,  although  some of
this increased expense will be offset by grant funding.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  for the second  quarter of fiscal  2000  increased  by
$471,000  or 38  percent as  compared  to last  year's  second  quarter,  and by
$429,000 or 17 percent for the comparable six month periods.  The increases were
primarily  a result of costs  associated  with the  hiring the  Company's  chief
executive  officer  and nearly  $260,000  in payroll  taxes on the  exercise  of
employee stock options.  Also see Liquidity and Capital  Resources and Note 2 to
the Consolidated Financial Statements, "Exercise of Options and Warrants."

LIQUIDITY AND CAPITAL RESOURCES

<TABLE>
(IN THOUSANDS)                                                                       3/31/00             9/30/99
<S>                                                                                 <C>                 <C>
Cash and cash equivalents..............................................             $   7,460           $  1,076
Marketable securities..................................................                 3,977              4,533
Working capital........................................................                13,841              6,887
</TABLE>

Net cash flows used in operating  activities  increased by $415,000  compared to
the six month period in fiscal 1999. The total of cash and cash equivalents plus
marketable securities increased by $6.5 million during the quarter due primarily
to the exercise of options and warrants to purchase  common  stock.  The Company
received  proceeds  of $5.1  million  from the  exercise  of options to purchase
common stock and $3.3  million from the exercise of warrants to purchase  common
stock during the quarter.  During April 2000, the Company received an additional
$2.5  million in cash from the  exercise  of  warrants  and  options to purchase
427,867 shares of common stock.

The Company  anticipates  that it will continue to need funds to support ongoing
research and development projects, to provide additional manufacturing capacity,
and to increase working capital to support growth. The Company


<PAGE>

believes that its operating  liquidity  requirements for the foreseeable  future
can be met by  existing  resources,  including  marketable  securities  and cash
generated by operations. The Company may also receive funds through the exercise
of additional  stock options and warrants as well as research  grants;  however,
there can be no assurances that funding from these sources will be available.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company does not hold material amounts of derivative financial  instruments,
other  financial   instruments,   or  derivative  commodity   instruments,   and
accordingly has no material market risk to report under this item.





<PAGE>


PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 5.  OTHER INFORMATION

As discussed in the December 31, 1999 Quarterly  Report on Form 10-Q,  Robert D.
Thompson,  38, was  appointed as the  Company's  president  and chief  executive
officer in January 2000.  Prior to joining the Company,  Mr.  Thompson was chief
operating officer and chief financial officer at LabOne, Inc. (Nasdaq NM: LABS),
a Kansas City, Missouri-based insurance testing laboratory.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibits are listed on the attached  exhibit index  following the signature page
of this report.

(b)      Reports on Form 8-K

None.


<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.



                                            EPITOPE, INC.



May 5, 2000                                 /S/CHARLES E. BERGERON
- -------------------------------------       ------------------------------------
Date                                        Charles E. Bergeron
                                            Chief Financial Officer
                                            (Principal Financial Officer)


May 5, 2000                                 /S/THEODORE R. GWIN
- -------------------------------------       ------------------------------------
Date                                        Theodore R. Gwin
                                            Controller
                                            (Principal Accounting Officer)


<PAGE>


                                  EXHIBIT INDEX


27.    Financial Data Schedule







<TABLE> <S> <C>

<ARTICLE>                           5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
condensed  consolidated financial statements included herein and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                        1

<S>                            <C>
<PERIOD-TYPE>                       6-MOS
<FISCAL-YEAR-END>                   SEP-30-2000
<PERIOD-START>                      OCT-01-1999
<PERIOD-END>                        MAR-31-2000
<CASH>                                      7,460,328
<SECURITIES>                                3,977,407
<RECEIVABLES>                               2,206,339
<ALLOWANCES>                                   50,000
<INVENTORY>                                 1,316,003
<CURRENT-ASSETS>                           15,321,635
<PP&E>                                      6,276,151
<DEPRECIATION>                              5,043,020
<TOTAL-ASSETS>                             17,129,388
<CURRENT-LIABILITIES>                       1,480,991
<BONDS>                                             0
                               0
                                         0
<COMMON>                                  123,322,488
<OTHER-SE>                               (107,674,091)
<TOTAL-LIABILITY-AND-EQUITY>               17,129,388
<SALES>                                     5,629,342
<TOTAL-REVENUES>                            5,703,859
<CGS>                                       2,236,214
<TOTAL-COSTS>                               7,297,837
<OTHER-EXPENSES>                              171,329
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                240
<INCOME-PRETAX>                            (1,422,889)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                               (1,422,889)
<EPS-BASIC>                                     (0.10)
<EPS-DILUTED>                                   (0.10)


</TABLE>


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