FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
_______________ to __________________
Commission file number 0-17449
PROCYON CORPORATION
(Name of small business issuer in its charter)
Colorado 59-3280822
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1150 Cleveland Street, Suite 410
Clearwater, Florida 33755
(Address of principal executive offices) ( Zip Code)
Issuer's telephone number, including area code (727) 447-2998
Securities registered pursuant to Section 12(b)of the Act:
None
Securities registered pursuant to section 12(g)of the Act:
Common Stock
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
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Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ ]
State Issuer's revenues for its most recent fiscal year: $702,855
The aggregate market value of the 3,496,805 shares of Common Stock held by
non-affiliates was $1,857,852 on September 26, 2000 based on the average bid and
asked price of $.5313 on such date. As of September 26, 2000, 7,813,005 shares
of the issuer's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III of this annual report is incorporated by
reference to the registrant's definitive proxy statement if filed with the
Commission on or before October 28, 2000. If such proxy statement is not filed
by such date, the information required by Part III of this annual report will be
filed with the Commission as an amendment to this Form 10-KSB under cover of
Form 10-KSB/A, not later than October 28, 2000.
Transitional Small Business Disclosure Format: Yes No X
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<PAGE>
INDEX
Title Page
ITEM 1. DESCRIPTION OF BUSINESS...................................... 3
ITEM 2. DESCRIPTION OF PROPERTY...................................... 6
ITEM 3. LEGAL PROCEEDINGS............................................ 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 6
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS...................................................... 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION......................................... 8
ITEM 7. FINANCIAL STATEMENTS......................................... 10
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................... 10
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT ......................................................... 10
ITEM 10. EXECUTIVE COMPENSATION....................................... 10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................... 10
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............... 11
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K............................. 11
<PAGE>
Part I
ITEM 1. BUSINESS
History and Organization
Procyon Corporation (the "Company"), a Colorado corporation, was
incorporated on March 19, 1987 and was deemed a development stage company until
May 1996 when it acquired Amerx Health Care Corp. ("Amerx"), a corporation based
in Clearwater, Florida, which was wholly-owned by John C. Anderson. Since that
acquisition, the Company's business operations have been conducted solely
through Amerx, a Florida corporation formed in 1993 to develop and market
proprietary medical products used in the treatment of pressure ulcers,
dermatitis, inflammation, and other skin problems. Such problems are most common
among diabetics and the elderly, particularly residents of long-term healthcare
facilities. If not treated promptly and effectively, such skin problems can
result, in worst case scenarios, in amputations, particularly of lower
extremities. Historically, the Company's products have been sold through
distributors to health care institutions, such as nursing homes and home health
care agencies, and to retailers, including national and regional chain stores
and pharmacies.
In August, 2000, Procyon incorporated Sirius Medical Supply ("Sirius").
Sirius will operate as a full service mail order medical supply company, selling
primarily to medicare and medicaid customers. With a primary focus on the
diabetic market. Management is in process of developing the business plan for
this subsidiary and expects Sirius to be in operation in the second quarter of
fiscal year 2001.
Products
Amerx's products currently consist of Amerigel(R) Ointment Wound Dressing
with a recently upgraded 510k approval , Amerigel(R) Preventive Care Lotion, and
Amerigel(R) Preventive Barrier Lotion. The Amerigel(R) Ointment Wound Dressing
is now formulated to be used as a wound dressing to manage pressure ulcers
stages I-IV, stasis ulcers, first and second degree burns, post surgical
incisions, cuts, abrasions, irritations to the skin , and skin conditions
associated with periostomal care. The Amerigel(R) Preventive Care Lotion has
emollients which restore moisture to fragile skin, protect the skin against
tears and chafing, and assist in prevention of chronic pressure ulcers. The
Amerigel(R) Barrier Lotion provides barrier protection to reduce the harmful
effects of urine and feces in incontinent patients. The Company also expects to
introduce new products in fiscal 2001, provided the funds necessary to
manufacture and advertise these new products become available. One of proposed
products consists of two-inch and four-inch square gauze sponges saturated with
the Amerigel(R) Ointment Wound Dressing. The sponges have been developed for
packing deep wounds, and are expected to improve healing. Other currently
proposed new products include an acne cream and a facial scrub. The Company
intends to commence product testing on those products during the first half of
fiscal 2001.
Management believes that each Amerx product is based on proprietary
formulations which the Company has attempted to protect as trade secret
information. Each product is registered with the Food and Drug Administration
and receives a National Drug Code. In September 1998, the Company was granted a
Medicare Part B HCPCS Reimbursement Code ("Reimbursement Code") for its
Amerigel(R) Ointment Wound Dressing, which allows it to qualify for Medicare
reimbursements. The Amerigel(R) Preventive Care Lotion and the Amerigel(R)
Barrier Lotion are not eligible for Medicare Part B reimbursement as they are
formulated for preventive maintenance care and as skin protectants. Amerigel(R)
Ointment Wound Dressing currently represents approximately 82% of sales by the
Company, while Amerigel(R)Preventive Care Lotion and Amerigel(R)Preventive
Barrier Lotion represent 15% and 3%, respectively.
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Market for Skin Treatment Products
The institutional market for skin treatment products is comprised of
hospitals, nursing homes, home health care agencies and other health care
institutions which provide wound care to a large number of patients. Management
believes that Amerigel(R) products represent an inexpensive, yet effective,
treatment and prevention program for chronic pressure ulcers and other skin
problems which are treated in health care institutions. Management believes that
obtaining the Reimbursement Code, even though it does not specify the amount to
be reimbursed and requires case-by-case approval, enhances the offering of
Amerigel(R) Ointment Wound Dressing to institutional entities such as nursing
homes and home health care agencies.
The retail market for skin care products is comprised mainly of mass
merchandise stores and pharmacies that sell such products to individuals for
personal use outside of health care facilities. The Company's products are
presently sold retail in certain independent pharmacies, primarily in Florida,
and in Eckerd Drug stores nationally. The Company initiated a direct response
program and is now making direct retail sales to individual consumers nation
wide.
Sales and Marketing
The Company's traditional channel of distribution has been through
distributors. The Company's principal distributors to the institutional market
in fiscal 2000 included Bindley Western Drug, Gulf South, and Cardinal Health.
The Company's principal retail distributors during fiscal 2000 were McKesson
Drug, Amerisource and Bergen Brunswig. During fiscal 2000, retail and
institutional sales represented approximately 95% and 5%, respectively, of total
net sales as compared to 76% and 24%, respectively, during fiscal 1999.
Management expects that retail sales will continue to account for a significant
percentage of total net sales.
Distributors purchase products from the Company on standard credit terms.
Product returns by distributors are generally permitted only on dated products
based upon a two-year expiration date. The Company supports its distributors
through product literature, advertising and limited participation at industry
trade shows. All existing distributors sell Amerx products on a non-exclusive
basis.
The Company has also periodically received inquiries about foreign market
distribution. These inquiries have been generated by the Company's advertising,
market presence and web sites (www.amerxhc.com and www.amerigel.com). The
Company responds to and pursues all such inquiries.
Significant Customers
During fiscal 2000, 64% of the Company's sales were directly attributed to
marketing efforts. 14% of sales were accounted for by Eckerd Drug Corp. In
fiscal 1999, McKesson Drug, Eckerd Drug, Gulf South and Bergen Brunswig
accounted for approximately 44%, 10%, 7% and 5%, respectively, of Amerx's net
sales. The Company expects that certain of its principal distributors, such as
McKesson Drug, or individual customers, such as Eckerd Drug, may continue to
account for a significant portion of net sales, so the loss of any significant
distributor or customer could have an adverse affect on the Company's future
operating results and financial condition. The Company has been able to maintain
relationships with its distributors and has been able to establish relationships
with one or two new distributors each year. Management will continue to attempt
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to increase its distributor base, particularly with distributors with an ability
to introduce the Company's products in new geographical areas and to new retail
chains. An increase in the number of distributors may enable the Company to
reduce its dependence on a limited number of principal distributors.
Manufacturing
All manufacturing and packaging activities are performed pursuant to
current good manufacturing practices ("cGMP") as defined under the United States
Federal Food, Drug and Cosmetic Act, as amended (the "Act"), and the regulations
promulgated under the Act. All manufacturing activities are required to comply
with the product specifications, supplies and test methods developed by Amerx
specifically for its products, as well as the cGMP which apply to all activities
conducted by the manufacturer in the facility.
During part of fiscal 2000, manufacturing was completed by a small
regional firm, which has in the past performed, and will in the coming year
perform, research and development for the Company. The Company does not have a
written contract with this manufacturer and there are no minimum purchase
agreements. Management believes there are a number of companies which could
manufacture the Company's products, if necessary.
One proprietary ingredient contained in all of the Company's products is
purchased and shipped to the manufacturing facility by the Company. The Company
does not have a written contract with the supplier of this ingredient and
management believes that an alternative supplier could be secured. Other raw
materials and ingredients are generally provided by the manufacturer and the
Company believes there are multiple suppliers of these materials and
ingredients.
Research and Development
In September 1997, the Company entered into a one-year contract with a
research laboratory to provide research and development services. Management did
not renew the contract upon its expiration in September 1998, but has utilized
some of the research to improve existing products and to develop an acne creme
and facial scrub which are proposed new products. In August 1999, the Company
entered into a new one-year agreement with the same research laboratory pursuant
to which the Company will pay a monthly fee of $4,000 for specified research and
development services.
Proprietary Rights
In January 1999, the United States Patent and Trademark Office registered
the Company's Amerigel(R) trademark. The Company has applied for a trademark
application for the principal proprietary ingredient used in all of its
currently available products. The Company relies on a combination of trademark
and trade secret protection and confidentiality agreements to establish and
protect its proprietary rights.
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Competition
The market for skin treatment products is highly competitive and
fragmented. Competition is intense and is based primarily on product efficacy,
brand recognition and loyalty, quality, price and availability of shelf space in
the retail market. The Company competes against several large well-capitalized
companies offering a broad range of skin treatment products and numerous small
competitors having a limited number of products. Many of these competitors have
longer operating histories, better name recognition and greater financial,
marketing and other resources than the Company. Because of the intense
competition and the Company's financial condition, there can be no assurance
that it will be able to increase its market share.
Employees
As of September 30, 2000, the Company had seven full-time employees,
consisting of four management employees (two of whom also devote a portion of
their time to sales-related activities) and three administrative employees.
ITEM 2. PROPERTIES
The Company currently maintains its offices at 1150 Cleveland Street,
Suite 410, Clearwater, Florida 33755. The Company's offices consist of
approximately 1,768 square feet of space which is leased from an unrelated
party. The annually renewable office lease requires monthly payments of
approximately $1,700. Management believes the facility is adequate for the
Company's current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending material legal proceedings nor
is its property the subject of a pending legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the quarter
ended June 30, 2000.
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCK
MATTERS.
Since October 1996, the Company's Common Stock has traded on the OTC
Bulletin Board, an electronic quotation system used by members of the National
Association of Securities Dealers, Inc. The following table sets forth for each
period indicated the high and low closing bid prices for the Common Stock, as
reported by National Quotation Bureau, LLC. Bid quotations reflect interdealer
quotations, without retail markups, markdowns or commissions, and do not
necessarily reflect actual transactions.
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Fiscal 1999
-----------
First Quarter............................. $ 1.2500 $ .3124
Second Quarter............................ .3125 .0625
Third Quarter............................. .5313 .0625
Fourth Quarter............................ .4375 .1875
Fiscal 2000
-----------
First Quarter............................. $ .687 $ .2500
Second Quarter............................ .5000 .1875
Third Quarter............................. 4.5000 .2500
Fourth Quarter............................ 4.5000 .6250
As of September 26, 2000, there were approximately 156 record holders of
the Company's Common Stock. On September 26, 2000, the closing bid price of the
Company's common stock was $.4375 and the closing ask price was $.625. On
September 21, 2000, the last date on which a sale occurred, the last reported
sale price was $.625.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors. No dividends on the Common Stock
have been paid by the Company, nor does the Company anticipate that dividends on
its Common Stock will be paid in the foreseeable future.
As reflected in the price quotations above, there have been significant
price fluctuations in the Company's Common Stock. Factors that may have caused
or can cause market prices to fluctuate include the number of shares available
in the public float, any purchase or sale of a significant number of shares
during a relatively short time period, quarterly fluctuations in results of
operations, issuance of additional securities, entrance of such securities into
the public float, market conditions specific to the Company's industry and
market conditions in general, and the willingness of broker-dealers to effect
transactions in low priced securities. In addition, in recent years the stock
market in general has experienced significant price and volume fluctuations.
These fluctuations, which may be unrelated to a company's operating performance,
have had a substantial effect on the market price for many small capitalization
companies such as the Company. Factors such as those cited above, as well as
other factors that may be unrelated to the operating performance of the Company,
may adversely affect the price of the Common Stock.
Recent Sales of Unregistered Securities
The Company sold 2,306,200 shares and issued 10,000 shares as compensation
for services rendered during fiscal 2000. 1,600,000 shares of the common stock
was purchased by Roy M. Speer. Mr. Speer was the founder of the Home Shopping
Network. Information regarding this transaction was filed with the SEC on March
30, 2000, with the filing of form 15-d. The remaining 706,200 shares were
purchased by Jeffery S. Slowgrove of JSS Management. The Company did not sell
any securities during fiscal 1999, but sold 100,100 shares of its Series A
Preferred Stock (the "Preferred Stock") in fiscal 1998. The Company relied on
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") for
exemption from the registration requirements of the1933 Act. All of the
foregoing sales were made to officers and directors, or to individuals or
entities which had access to information enabling them to evaluate the merits
and risks of the investment by virtue of their relationship to officers and
directors of the Company or their economic bargaining power. Each investor was
furnished with information concerning the operations of the Company and
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each had the opportunity to verify the information supplied. Additionally, the
Company obtained a signed representation from each of the foregoing persons or
entities of his or its intent to acquire the shares for the purpose of
investment only, and not with a view toward the subsequent distribution thereof.
Holders of the Preferred Stock are entitled to receive, as and if declared
by the Board of Directors, quarterly dividends at an annual rate of $.10 per
share. Dividends accrue without interest, are cumulative from the date of
issuance, and are payable in arrears in cash or common stock, when and if
declared by the Board of Directors. No dividends had been declared or paid at
June 30, 2000 and dividends in arrears at such date total approximately
$105,588.
Holders of the Preferred Stock have the right to convert their shares of
Preferred Stock into an equal number of shares of Common Stock of the Company.
Such shares will mandatorily convert into one share of Common Stock at the close
of a public offering of Common Stock by the Company provided the Company
receives gross proceeds of at least $1,000,000, and the initial offering price
of the Common Stock sold in such offering is equal to or in excess of $1 per
share. During fiscal 2000, holders of 443,150 shares of Preferred Stock
converted their shares to Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
General
The continuing operations and revenues of the Company consist solely of
the operations of, and revenues generated by, Amerx, the Company's wholly owned
subsidiary. Amerx's wound care and skin care products, marketed under the
trademark Amerigel(R), are formulated to enhance the quality of skin and wound
care and to lower the treatment cost of those who suffer from wound and skin
care problems.
The Company markets Amerigel(R) products to institutional customers such
as nursing homes, hospitals and home health agencies and to retail customers.
Institutional sales are made either directly to the end user or through medical
supply distributors. Many institutional customers will not purchase directly
from the manufacturer; they will purchase products only through a national
distributor who warehouses the products and supplies the products directly to
the customer. Accordingly, the Company's products must be in the distributor's
warehouse in order for the Company to compete with other manufacturers. Amerx
reaches the retail consumer primarily through distributors, but, in some cases,
through direct sales to a retail store chain, such as Eckerd Drug. As of June
30, 2000, the Company's skin care products were being distributed to
institutions and to retail stores through McKesson Drug, Bergen Brunswig,
Cardinal Health, Amerisource, Gulf South, Bindley Western Drug and a number of
smaller local and regional distributors.
Results of Operations
Comparison of Fiscal 2000 to 1999. Net sales during fiscal 2000 were
approximately $703,000 as compared to approximately $293,000 in fiscal 1999, an
increase of approximately $410,000, or 240%. During fiscal 1999, the Company
retained two direct sales people to call on physicians, pharmacists, nurses and
institutional facilities located primarily in Florida. These institutional sales
people were largely ineffective in selling product to their targeted market,
partially due to the lack of a Reimbursement Code and the absence of broad-based
retail distribution.
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Cost of sales increased significantly, to approximately $134,000 in 2000
as compared to approximately $65,000 in 1999. The principal reason for the
increase was the increase in sales.
With sales increasing, gross profit increased to approximately $569,000
during fiscal 2000 as compared to approximately $228,000 during fiscal 1999, an
increase of about $341,000, or 250%. As a percentage of sales, gross profit was
81% in fiscal 2000, as compared to 78% in fiscal 1999.
Operating expenses during fiscal 2000 were approximately $878,000
consisting of approximately $189,000 in salaries and benefits, $652,000 in
selling, general and administrative expenses and $37,000 in research and
development expenses. This represents a slight increase in expenses of
approximately $805,000 as compared to expenses in fiscal 1999. However, as a
percentage of net sales, operating expenses during fiscal 2000 decreased to 125%
as compared to 275% during fiscal 1999.
Loss from operations decreased to approximately $309,000 in 2000, as
compared to approximately $578,000 in fiscal 1999. Net loss (after dividend
requirements for Preferred Shares) was approximately $318,000 during fiscal
2000, compared to approximately $587,000 during fiscal 1999.
As of June 30, 2000, the Company had a deferred tax asset of approximately
$1,464,000, consisting primarily of net operating losses. The Company recorded a
valuation allowance equal to 100 percent of the deferred tax asset as the
Company was unable to determine that it was more likely than not the deferred
tax asset will be realized. The valuation allowance increased approximately
$323,000 from fiscal 1999 to 2000.
Liquidity and Capital Resources
As of June 30, 2000, the Company's principal sources of liquidity included
cash and cash equivalents of approximately $479,000, inventories of
approximately $59,000, and net accounts receivable of approximately $17,000. The
Company had working capital of approximately $467,000 and no long term debt at
June 30, 2000.
Operating activities used cash of approximately $381,000 during fiscal
2000 and approximately $602,000 during fiscal 1999, consisting primarily of net
losses of approximately $318,000 and $587,000, respectively. Cash used in
investing activities during fiscal 2000 and 1999 was approximately $16,000 and
$4,000, respectively. Cash provided by financing activities during fiscal 2000
and 1999 was approximately $786,000 and $643,000, respectively. There were no
sales of Preferred Stock in fiscal 2000 or 1999.
At June 30, 2000 the Company had no commitments for capital expenditures.
During fiscal 2000, holders of 443,150 shares of Preferred Stock converted
their shares to Common Stock.
The Company had deferred tax assets with a 100% valuation allowance at
June 30, 2000. Management is not able to determine if it is more likely than not
that the deferred tax assets will be realized.
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred losses since
its inception and has been dependent upon equity financing and shareholder loans
to fund working capital needs. These conditions raise substantial doubt about
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the Company's ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. Management's plans for increasing revenues and controlling
expenses have been described elsewhere in this Report on Form 10-KSB but there
can be no assurance that the Company will be able to increase its revenues or
achieve a profitable level of operations.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995
This Report on Form 10-KSB, including Management's Discussion and Analysis
or Plan of Operation, contains forward-looking statements. When used in this
report, the words "may," "will," "expect," "anticipate," "continue," "estimate,"
"project," "intend," "believe" and similar expressions, variations of these
words or the negative of those word are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 regarding events, conditions
and financial trends including, without limitation, business conditions in the
skin and wound care market and the general economy, competitive factors, changes
in product mix, production delays, manufacturing capabilities, and other risks
or uncertainties detailed in other of the Company's Securities and Exchange
Commission filings. Such statements are based on management's current
expectations and are subject to risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, the Company's actual plan of operations, business
strategy, operating results and financial position could differ materially from
those expressed in, or implied by, such forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements as of June 30, 2000 and 1999 and for the
years ended June 30, 2000 and 1999 were audited by Giunta, Ferlita & Walsh,
P.A., the Company's independent auditors, as indicated in their report included
appearing at page F-1.
INDEX TO FINANCIAL STATEMENTS
-----------------------
Page
Report of Independent Certified Public Accountants......................... F-1
Consolidated Balance Sheet -June 30, 2000.................................. F-2
Consolidated Statements of Operations - For the years ended
June 30, 2000 and 1999..................................................... F-3
Consolidated Statements of Stockholders' Equity - For the years ended
June 30, 2000 & 1999....................................................... F-4
Consolidated Statements of Cash Flows - For the years ended
June 30, 2000 and 1999..................................................... F-5
Notes to Financial Statements.............................................. F-6
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PROCYON CORPORATION AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
Years Ended June 30, 2000 and 1999
<PAGE>
TABLE OF CONTENTS
Page No.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS........................F-1
FINANCIAL STATEMENTS
Consolidated Balance Sheet..............................................F-2
Consolidated Statements of Operations...................................F-3
Consolidated Statements of Stockholders' Equity.........................F-4
Consolidated Statements of Cash Flows...................................F-5
Notes to Financial Statements...........................................F-6
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Procyon Corporation
Clearwater, Florida
We have audited the accompanying consolidated balance sheet of Procyon
Corporation as of June 30, 2000 and the related statements of operations,
stockholders' equity, and cash flows for the years ended June 30, 2000 and 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Procyon Corporation as of June
30, 2000 and the results of its operations and its cash flows for the years
ended June 30, 2000 and 1999, in conformity with generally accepted accounting
principles.
GIUNTA, FERLITA & WALSH, P.A.
Certified Public Accountants
August 4, 2000
<PAGE>
PROCYON CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 2000
ASSETS
CURRENT ASSETS
Cash $ 479,334
Accounts receivable, less allowance
of $500 for doubtful accounts 16,689
Prepaid expense 21,574
Inventories 59,066
-----------
TOTAL CURRENT ASSETS 576,663
PROPERTY AND EQUIPMENT
Office equipment 30,128
Furniture and fixtures 12,313
Production equipment 6,588
-----------
49,029
Accumulated depreciation (26,323)
-----------
22,706
OTHER ASSETS 11,173
-----------
$ 610,542
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 77,283
Accrued expenses 32,331
-----------
TOTAL CURRENT LIABILITIES 109,614
STOCKHOLDERS' EQUITY
Preferred stock, 496,000,000 shares authorized;
none issued 0
Series A cumulative convertible preferred stock
no par value; 4,000,000 shares authorized;
368,133 shares issued and outstanding 323,983
Common stock, no par value, 80,000,000 shares
authorized; 7,760,805 shares issued and outstanding 4,182,881
Accumulated deficit (4,005,936)
-----------
500,928
-----------
$ 610,542
===========
The accompanying notes are an integral part of these financial statements.
F-2
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PROCYON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended June 30, 2000 and 1999
2000 1999
----------- -----------
NET SALES $ 702,855 $ 292,685
COST OF SALES 134,026 65,032
----------- -----------
GROSS PROFIT 568,829 227,653
OPERATING EXPENSES
Salaries and benefits 188,762 354,146
Selling, general and administrative 652,462 440,898
Research and development 36,625 10,118
----------- -----------
877,849 805,162
----------- -----------
LOSS FROM OPERATIONS (309,020) (577,509)
OTHER INCOME (EXPENSE)
Interest income 6,947 834
Interest expense (15,932) (10,332)
----------- -----------
(8,985) (9,498)
----------- -----------
NET LOSS (318,005) (587,007)
Dividend requirements on preferred stock (105,588) (57,269)
----------- -----------
Loss applicable to common stock $ (423,593) $ (644,276)
=========== ===========
Net loss per common share $ (0) $ (0)
=========== ===========
Weighted average number of common
shares outstanding 5,593,351 4,639,939
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-3
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PROCYON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended June 30, 2000 and 1999
Preferred Stock Common Stock
-------------------------- ------------------------- Accumulated
Shares Amount Shares Amount Deficit Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1998 1,341,000 $ 1,296,850 4,470,120 $ 1,556,396 $(3,100,924) $ (247,678)
Stock issued for services 1,618 1,618 0 0 0 1,618
Conversion of preferred stock
to common stock (531,335) (531,335) 531,335 531,335 0 0
Net loss 0 0 0 0 (587,007) (587,007)
----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 1999 811,283 767,133 5,001,455 2,087,731 (3,687,931) (833,067)
Stock issued in connection with
private placements, net of
stock issuance costs 0 0 2,306,200 1,642,000 0 1,642,000
Stock issued for services 0 0 10,000 10,000 0 10,000
Conversion of preferred stock
to common stock (443,150) (443,150) 443,150 443,150 0 0
Net loss 0 0 0 0 (318,005) (318,005)
----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 2000 368,133 $ 323,983 7,760,805 $ 4,182,881 $(4,005,936) $ 500,928
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROCYON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended June 30, 2000 and 1999
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (318,005) $ (587,007)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation 6,107 6,392
Stock issued for services 10,000 1,618
Decrease (increase) in:
Accounts receivable (14,070) 17,209
Inventory 5,348 (40,234)
Prepaid inventory 0 93,913
Prepaid expenses (21,574) 0
Other assets (8,107) (1,010)
Increase (decrease) in:
Accounts payable 22,477 (78,953)
Accrued expenses (63,171) (13,944)
----------- -----------
NET CASH (USED) BY
OPERATING ACTIVITIES (380,995) (602,016)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (15,694) (3,725)
----------- -----------
NET CASH (USED) BY
INVESTING ACTIVITIES (15,694) (3,725)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 1,000,000 0
Proceeds from loan from stockholders 251,000 53,311
Repayment of loan from stockholders (465,127) (52,500)
Proceeds from advance deposit to be converted into common stock 0 642,000
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 785,873 642,811
----------- -----------
NET INCREASE IN CASH 389,184 37,070
CASH AT BEGINNING OF PERIOD 90,150 53,080
----------- -----------
CASH AT END OF PERIOD $ 479,334 $ 90,150
=========== ===========
SUPPLEMENTAL DISCLOSURES
Taxes Paid $ 0 $ 0
Interest Paid $ 15,932 $ 10,332
NONCASH TRANSACTIONS DISCLOSURE:
Common stock issued for services $ 10,000 $ 0
Series A preferred stock issued for services $ 0 $ 1,618
Conversion of Series A preferred stock to common stock $ 443,150 $ 531,335
Advance deposit converted into common stock $ 642,000 $ 0
The accompanying notes are an integral part of these financial statements.
F-5
</TABLE>
<PAGE>
PROCYON CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
-----------------
Procyon Corporation and its wholly owned subsidiary, Amerx Health Care Corp.
("Amerx") manufacture and market wound care and skin care products primarily in
the United States.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of Procyon
Corporation and its wholly owned subsidiary, Amerx. All material intercompany
accounts and transactions are eliminated.
Use of Estimates
----------------
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, the 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 those estimates.
Concentrations of Credit Risk
-----------------------------
Financial instruments which potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents. The Company places
its cash and cash equivalents in what it considers to be highly-rated financial
institutions and while at times such amounts may exceed federally insured
limits, the Company has not experienced any losses from such amounts. As of June
30, 2000, the amount of uninsured cash and cash equivalents was $379,334.
The Company grants credit to customers most of whom are national pharmaceutical
companies and nationwide drug stores. Management estimates an allowance of
doubtful accounts of $500 is adequate based upon its collection experience and
prior years write-offs.
Cash Equivalents
----------------
For the purpose of the Statements of Cash Flows, the Company considers
cash-on-hand, demand deposits in banks and highly liquid investments purchased
with an original maturity of three months or less to be cash equivalents.
Inventories
-----------
Inventories are valued at the lower of weighted average cost or market.
Property and Equipment
----------------------
Property and equipment are stated at cost. Depreciation is computed on a
straight-line basis over the estimated useful lives of the assets.
Revenue Recognition
-------------------
Revenue is recognized upon the shipment of finished merchandise to customers.
F-6
<PAGE>
PROCYON CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
Advertising and Marketing
-------------------------
Direct-Response Advertising
---------------------------
In accordance with Statement of Position 93-7, direct-response advertising
and related costs for the Company's wound care products for all periods
presented should be capitalized when they meet the following two criteria:
(1)direct-response advertising whose primary purpose is to elicit sales to
customers who could be shown to have responded specifically to the
advertising and (2) that results in probable future economic benefits. In
order to determine whether such advertisements generate probable future
economic benefits, the Company must establish historical patterns of
responses to the direct-response advertising. Management believes that
there is insufficient history to evaluate the future economic benefits from
direct-response advertising. Therefore, costs associated with
direct-response advertising are expensed. During the years ended June 30,
2000 and 1999, approximately $259,000 and $146,000 are expensed as
direct-response advertising expense respectively.
Non Direct-Response Advertising
-------------------------------
Non direct-response advertising costs are expensed as incurred. During the
years ended June 30, 2000 and 1999, approximately $93,000 and $122,000 are
expensed as advertising and marketing expense respectively.
Research and Development
------------------------
Research and development costs consist of expenditures incurred aimed at
discovery of new knowledge which will be useful in developing new products or
enhancing existing products. The Company expenses all research and development
costs as they are incurred. Research and development cost was $36,625 in 2000
and $10,118 in 1999.
Income Taxes
------------
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS No. 109"). Temporary differences are differences
between the tax basis of assets and liabilities and their reported amounts in
the financial statements that will result in taxable or deductible amounts in
future years.
Net Loss Per Share
------------------
Net loss per share is based on the weighted average number of shares outstanding
during each period presented. Outstanding stock rights are included as common
stock equivalents, when dilutive.
Fair Value of Financial Instruments
-----------------------------------
The carrying value of cash, accounts receivable, deposits, inventory, accounts
payable, and accrued expenses approximates fair value. Note payable to related
party is discussed in Note D.
Considerable judgement is necessarily required in interpreting market data to
develop the estimates of fair value, and, accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.
F-7
<PAGE>
PROCYON CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE B - GOING CONCERN
As reflected in the accompanying financial statements, the Company has a surplus
in stockholders' equity of $500,928 at June 30, 2000 but has incurred net losses
of $318,005 and $587,007 for the years ended June 30, 2000 and 1999
respectively. In addition, net cash used in operations was $380,995 and $602,016
for the years ended June 30, 2000 and 1999 respectively. Such operating cash
deficiency has been funded through proceeds from private offerings, the
continuance of which is uncertain.
Management plans to meet its operating cash requirements by increasing sales
volume. The Company plans to increase sales by increasing its exposure in a
greater number of stores and market its products through direct-response
advertising. The Company started its direct-response advertising during fiscal
year 1999 and as a result increased sales. During fiscal year 2000, sales from
direct-response advertising accounted for more than 50% of the Company's net
sales. Management plans to further increase its effort in direct- response
advertising and expects increase in sales volume.
NOTE C - INVENTORIES
Inventories consisted of the following:
June 30,
2000
---------
Finished Goods $ 19,999
Raw Materials 39,067
---------
$ 59,066
=========
NOTE D - RELATED PARTY TRANSACTIONS
At June 30, 1999, the majority stockholder of the Company was owed $110,500 on a
non- interest bearing note due June 30, 2000, collateralized by all the assets
of the Company. In addition, the majority stockholder of the Company was also
owed $103,627 on a line of credit, with interest at 8% per annum, collateralized
by the stockholder's personal residence. As of June 30, 2000, the interest
bearing note and the line of credit were both paid off.
NOTE E - COMMITMENTS AND CONTINGENCIES
Operating Leases
----------------
The Company leases its warehouse and certain equipment under operating leases
expiring at various dates through 2001. Rent expense under these agreements was
approximately $24,000 and $31,000 for the years ended June 30, 2000 and 1999
respectively. Future minimum rentals under the operating leases for the year
ending June 30, 2001 is approximately $4,000.
Research Contract
-----------------
In September 1997, the Company entered into a one year contract with a research
laboratory to provide services ranging from revision of existing products to
development of new products. The contract expired in August, 1998 and was
renewed in August, 1999 for one year with monthly payments of $4,000.
F-8
<PAGE>
PROCYON CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE F - ADVANCE DEPOSIT ON COMMON STOCK TO BE ISSUED
In September 1999, an investor converted his investment into common stock. A
total investment of $642,000 was converted into 706,200 shares of common stock.
NOTE G - STOCKHOLDER'S EQUITY
During January 1995, the Company's Board of Directors authorized the issuance of
up to 4,000,000 shares of Series A Cumulative Convertible Preferred Stock Series
A ("Preferred Stock"). The preferred stockholders are entitled to receive, as
and if declared by the board of directors, quarterly dividends at an annual rate
of $.10 per share of Series A Preferred Stock per annum. Dividends accrue
without interest and are cumulative from the date of issuance of the Series A
Preferred Stock and are payable quarterly in arrears in cash or publicly traded
common stock when and if declared by the board of directors. As of June 30,
2000, no dividends have been declared. Dividends in arrears on the outstanding
preferred shares total $105,588 as of June 30, 2000. The preferred stockholders
have the right to convert each share of Series A Preferred Stock into one share
of the Company's common stock at any time without additional consideration. Each
share of Series A Preferred Stock is subject to mandatory conversion into one
share of common stock of the Company, effective as of the close of a public
offering of the Company's common stock provided, however, that the offering must
provide a minimum of $1 million in gross proceeds to the Company and the initial
offering price of such common stock must be at least $1 per share. In addition
to the rights described above, the holders of the Series A Preferred Stock have
voting rights equal to the common stockholders based upon the number of shares
of common stock into which the Series A Preferred Stock is convertible. The
Company is obligated to reserve an adequate number of shares of its common stock
to satisfy the conversion of all of the outstanding Series A Preferred Stock.
NOTE H - INCOME TAXES AND AVAILABLE CARRYFORWARDS
The Company's deferred tax asset at June 30, 2000 consists primarily of the tax
benefit of net operating loss carryforwards amounting to approximately
$1,464,000. The Company has recorded a valuation allowance equal to 100 percent
of the deferred tax asset as the Company was unable to determine that it is more
likely than not that the deferred tax asset will be realized. The valuation
allowance increased approximately $323,000 from June 30, 1999 to 2000. At June
30, 2000, for income tax purposes, the Company had net operating loss
carryforwards of approximately $4,065,000 which expire on various dates through
2020.
NOTE I - MAJOR CUSTOMERS AND SUPPLIER
During the year ended June 30, 2000, sales from direct-response advertising
accounted for 64% of the Company's sales and one individual customer accounted
for 14% of the Company's sales. During the year ended June 30, 1999, two
individual customers accounted for 44% and 10% of the Company's sales.
The Company's manufacturing and packaging activities are performed at a
production facility owned and operated by a nonaffiliated pharmaceutical
manufacturer. The Company does not have written contracts with the suppliers of
raw materials.
F-9
<PAGE>
PROCYON CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE J - EMPLOYEE INCENTIVE PLAN
In December, 1998, the Company adopted a 1998 Omnibus Stock Option Plan that
provides for the granting of equity-based incentive and other awards to
employees and directors of the Company, its subsidiary and selected consultants.
The Plan is administered by the Compensation Committee of the Board of
Directors. Any employee, directors who are not employees of the Corporation or a
subsidiary, and consultants who are not employees or directors of the
Corporation are eligible to participate in the Plan. The maximum number of
shares of common stock issuable on exercise of options or other awards granted
under the Plan is 1,000,000. Non-qualified options granted must have an exercise
price not less than 85% of the fair market value of the underlying shares of
common stock. Incentive options must have an exercise price not less than 100%
of the fair market value of the underlying shares of common stock. The term of
the options cannot be more than ten years. Awards may be granted in the form of
restricted stock. Awards can also be granted in the form of stock appreciation
rights. A stock appreciation right entitles the participant to receive from the
Company an amount equal to the positive difference between the fair market value
of common stock on the date of exercise of the stock appreciation right and the
grant price. None have been issued to date pending a resolution by the Board of
Directors on earning requirements.
NOTE K - ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101), subsequently updated by SAB 101B. SAB 101 and SAB 101B summarize certain
of the Staff's views in applying generally accepted accounting principles to
revenue recognition in financial statements. The Company is required to adopt
SAB 101 no later than the fourth quarter of fiscal year 2001. The effects of
applying this guidance, if any, will be reported as a cumulative effect
adjustment resulting from a change in accounting principle. The adoption of SAB
101 is not expected to have a material impact on its financial position or
results of operations.
F-10
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has not reported any disagreement with its auditors on any
matter of accounting principles or practices or financial statement disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF
THE REGISTRANT.
ITEM 10. EXECUTIVE COMPENSATION.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company will file a definitive Proxy Statement pursuant to Regulation
14A for its annual meeting of shareholders. The information called for by Items
9 through 12 above will be included in such definitive Proxy Statement, which is
incorporated herein by reference. If such definitive Proxy Statement is not
filed with the Commission within 120 days after the end of the fiscal year
covered by this report, then the information required by such items will be
filed as an amendment to this report before the end of such 120-day period.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
1. The financial statements filed herewith are listed in the Index to
Financial Statements included in Item 7.
2. The Financial Data Schedule is filed herewith. The remaining documents
set forth below have been included as exhibits to previous filings with the
Securities and Exchange Commission and are incorporated herein by this
reference:
-11-
<PAGE>
Reg. S-B
Exhibit No. Document Item No.
----------- -------- --------
* 3.1 Articles of Incorporation 3
+ 3.1.1 Articles of Amendment to Articles of Incorporation 3
* 3.2 Bylaws 3
+ 4.1 Designation of Series A Preferred Stock 4
+ 10.4 Loan and Security Agreement, dated as of January 1,
1995, by and between the Company and Amerx Health
Care Corp., including Promissory Notes issued
thereunder. 10
o 10.4 Agreement and Plan of Exchange, dated January 31,
1996, by and between the Company and Amerx. 10
x 27.1 Financial Data Schedule 27
---------------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1, S.E.C. File No. 33-13273.
** Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended June 30, 1989.
+ Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended June 30, 1995.
o Incorporated by reference to the Company's Form 8-K filed on or about
February 2, 1996.
# Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended June 30, 1998
x Filed herewith.
---------------------
(b) Reports on Form 8-K
-------------------
A report on Form 8-K was filed on April 4, 2000 reporting the sale of
1.6 million restricted shares of the Company's Common Stock under Item
5 of such Form.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PROCYON CORPORATION
By: /s/ John C. Anderson
-----------------------------------
John C. Anderson, President
and acting Principal
Executive, Financial and
Accounting Officer
Date: September 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
President and Acting
By: /s/ John C. Anderson Principal Executive, Financial
---------------------------- and Accounting Officer
John C. Anderson
By: /s/ Chester L. Wallack
---------------------------- Director
Chester L. Wallack
---------------------------- Director
Fred W. Suggs, Jr.
By: /s/ Alan B. Crane
---------------------------- Director
Alan B. Crane
By: /s/ Richard T. Thompson
----------------------- Director
Richard T. Thompson
By: /s/ Jeffery S. Slowgrove
----------------------- Director
Jeffery S. Slowgrove
-13-
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Item No.
----------- -------- --------
* 3.1 Articles of Incorporation 3
+ 3.1.1 Articles of Amendment to Articles of Incorporation 3
* 3.2 Bylaws 3
+ 4.1 Designation of Series A Preferred Stock 4
+ 10.4 Loan and Security Agreement, dated as of January 1,
1995, by and between the Company and Amerx Health
Care Corp., including Promissory Notes issued thereunder. 10
o 10.4 Agreement and Plan of Exchange, dated January 31,
1996, by and between the Company and Amerx. 10
x 27.1 Financial Data Schedule 27
* Incorporated by reference to the Company's Registration Statement on Form
S-1, S.E.C. File No. 33-13273.
** Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended June 30, 1989.
+ Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended June 30, 1995.
o Incorporated by reference to the Company's Form 8-K filed on or about
February 2, 1996.
# Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended June 30, 1998
x Filed herewith.
-----------------
-14-
