SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For The Quarterly Period Ended September 30, 1997
-------------------------------------------------
|_| TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from _______________ to _______________
Commission file number 000-18448
AMERICAN CONSOLIDATED LABORATORIES, INC.
----------------------------------------------
(Name of small business issuer in its charter)
FLORIDA 59-2624130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1640 NORTH MARKET DRIVE, RALEIGH, NORTH CAROLINA 27609
--------------------------------------------------------
(Address of principal executive offices) (Zip code)
(919) 872-0744
---------------------------
Issuer's telephone number
Check mark whether the issuer (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 |_|
The number of shares outstanding of the registrants Common Stock, par value
$0.05 per share, at October 31, 1997 was 7,952,687 shares.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1997
(unaudited)
(Begins on the following page)
<PAGE>
AMERICAN CONSOLIDATED LABORATORIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
SEPTEMBER
30, 1997 DECEMBER
(UNAUDITED) 31, 1996
---------- ----------
CURRENT ASSETS:
Cash $ 141,318 $ --
Accounts receivable, less allowance
for doubtful accounts (note 2) 239,951 644,157
Inventories, at lower of cost (first in,
first out) or market (note 3) 250,847 708,152
Other current assets 30,074 115,408
---------- ----------
Total current assets 662,190 1,467,717
---------- ----------
PROPERTY AND EQUIPMENT AT COST:
Laboratory equipment 1,035,877 871,167
Office and computer equipment 216,990 216,990
Leasehold improvements 56,024 56,024
Assets being held for disposition (note 4) -- 255,000
---------- ----------
Total property and equipment 1,308,891 1,399,181
Less accumulated depreciation 963,111 915,942
---------- ----------
Property plant and equipment, net 345,780 483,239
---------- ----------
TOTAL ASSETS $1,007,970 $1,950,956
========== ==========
See notes to consolidated financial statements
<PAGE>
AMERICAN CONSOLIDATED LABORATORIES, INC.
CONSOLIDATED BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
SEPTEMBER
30, 1997 DECEMBER
(UNAUDITED) 31, 1996
------------ -----------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 924,649 $ 1,433,469
Accrued expenses 503,254 742,766
Current maturities of long-term debt 109,322 2,012,733
Revolving credit line 0 390,591
------------ -----------
Total current liabilities 1,537,225 4,579,559
------------ -----------
LONG - TERM DEBT (note 5): 2,685,224 395,171
DEFERRED RENT 46,386 52,597
COMMITMENTS AND CONTINGENCIES (note 1)
STOCKHOLDERS' DEFICIT (note 1)
Preferred Stock, $1.00 stated value, 10% dividend
payable in kind, 5,000,000 shares authorized;
4,897,429 issued at September 30, 1997 4,897,429 --
Common stock, $.05 par value, 20,000,000
shares authorized; 8,470,488 issued and
7,850,488 shares outstanding at Sept. 30, 1997,
and 4,621,623 issued and 4,005,623 shares
outstanding at December 31, 1996 423,524 231,082
Capital in excess of par 9,839,887 6,220,273
Unallocated purchase price in excess of cost (note 8) (7,477,773) --
Treasury Stock (335,000) (328,000)
Deficit (10,608,937) (9,199,726)
------------ -----------
Total stockholders' deficit (3,260,865) (3,076,371)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,007,970 $ 1,950,956
============ ===========
</TABLE>
See notes to consolidated financial statements
<PAGE>
AMERICAN CONSOLIDATED LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1997 1996 1997 1996
-------------------------- --------------------------
<S> <C> <C> <C> <C>
NET SALES $ 974,425 $ 1,085,704 $ 2,736,413 $ 3,532,444
COST OF SALES 628,795 572,362 1,661,241 1,791,435
------------ ----------- ------------ -----------
Gross profit 345,630 513,342 1,075,172 1,741,009
------------ ----------- ------------ -----------
OPERATING COSTS AND EXPENSES:
Selling expenses 169,175 129,650 340,189 375,814
Marketing expenses 48,289 40,109 223,281 81,368
Research and development 31,314 12,201 38,828 37,159
General and administrative expenses 434,119 684,925 1,285,272 2,072,784
Integration costs (note 6) 153,000 -- 153,000 --
------------ ----------- ------------ -----------
Total operating costs and expenses 835,897 866,883 2,040,570 2,567,123
------------ ----------- ------------ -----------
Operating loss (490,267) (353,542) (965,398) (826,115)
OTHER INCOME (EXPENSES):
Interest expense (94,199) (125,255) (466,455) (269,038)
Other income 23,293 11,847 130,613 37,384
------------ ----------- ------------ -----------
Loss before non-reoccurring costs (561,173) (466,950) (1,301,240) (1,057,769)
Income (loss) from discontinued
operations (note 7) -- 8,296 (107,971) 12,233
------------ ----------- ------------ -----------
Loss before income taxes (561,173) (458,655) (1,409,211) (1,045,537)
INCOME TAXES -- -- -- --
------------ ----------- ------------ -----------
NET LOSS $ (561,173) $ (458,655) $ (1,409,211) $(1,045,537)
============ =========== ============ ===========
Deficit at beginning of period (10,047,764) (6,401,837) (9,199,726) (5,814,955)
------------ ----------- ------------ -----------
Deficit at end of period $(10,608,937) $(6,860,492) $(10,608,937) $(6,860,492)
============ =========== ============ ===========
Net loss per common share -
primary (note 9) ($ 0.09) ($ 0.11) ($ 0.23) ($ 0.25)
============ =========== ============ ===========
Weighted average shares
outstanding - primary 6,128,120 4,233,663 6,128,120 4,233,663
============ =========== ============ ===========
</TABLE>
See notes to consolidated financial statements
<PAGE>
AMERICAN CONSOLIDATED LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, 1997 and 1996
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,409,211) $(1,045,537)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation 47,169 132,440
Amortization of intangibles -- 197,244
Discount amortization 128,666 --
Unpaid interest converted to equity 50,643 --
Receipt of shares issued as collateral -- 225,000
Prior period adjustments to equity -- (126,579)
Gain on sale of Lincoln facility 75,313 --
(Increase) decrease in accounts receivable 404,206 (116,200)
Decrease in inventories 457,305 317,950
(Increase) decrease in other current assets 85,334 (140,957)
Decrease in accounts payable (508,820) (418,415)
(Decrease) increase in accrued expenses (239,512) 151,618
Decrease in deferred rent (6,211) (4,170)
----------- -----------
Net cash used in operating activities (915,118) (827,606)
----------- -----------
Cash flows from investing activities:
Additions to property and equipment (29,403) (19,489)
Disposal of Lincoln land and
building -net book value 179,687 --
----------- -----------
Net cash from (used) in investing activities 150,284 (19,489)
----------- -----------
Cash flows from financing activities:
Proceeds from borrowings 1,666,440 1,607,606
Principal payments on debt and repayment
of revolving line of credit (745,232) (518,139)
Principal payments under capital leases -- (34,563)
Purchase of treasury stock -- (307,000)
Issuance of common stock 1,778 --
----------- -----------
Net cash provided by financing activities 922,986 747,904
----------- -----------
Net increase (decrease) in cash 158,152 (99,191)
Cash at beginning of period (16,834) 37,772
----------- -----------
Cash at end of period $ 141,318 $ (61,419)
=========== ===========
See notes to consolidated financial statements
<PAGE>
AMERICAN CONSOLIDATED LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of and for the Nine Months Ended September 30, 1997
1. Basis of presentation and description of business
Nature of business
American Consolidated Laboratories, Inc. (the "Company") or (the
"Registrant") is in the business of manufacturing rigid gas permeable and
specialty soft contact lenses. The Company is headquartered in Raleigh, North
Carolina with operations in Sarasota, Florida and Philadelphia, Pennsylvania.
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The consolidated financial
statements do not include any adjustments relating to the recoverability and
reclassification of assets and liabilities that might be necessary should the
Company be unable to continue as a going concern.
The Company is pursuing a consolidation strategy (acquire competitors) within
the rigid gas permeable ("RGP") industry. In addition, as part of the NovaVision
acquisition the Company also obtained several patents. The first, for a new
generation NovaVision Product called Nova III, which the Company is optimistic
will provide distinct clinical advantages to the wearers. The second, for a
collagen technology, from which the Company envisions developing a family of
proprietary ophthalmic products. The Company is now in a position to pursue a
dual strategy of executing a consolidation within the RGP industry while
simultaneously developing technology.
Management is working to achieve positive cash flow from operations by
reviewing and adjusting sales prices to provide acceptable profit margins,
rescheduling its current obligations, attracting additional funding, and
significantly cutting costs. Management has received an incremental $850,000
funding commitment from Sirrom Capital. The Company started receiving funds
under the new agreement in October 1997. It is currently anticipated this
funding will allow the Company to meet its obligations into the first quarter of
1998. Should the Company not secure additional funding before this incremental
commitment from Sirrom is exhausted the Company will not be able to meet its
current obligation as they come due.
Basis of presentation
The consolidated financial statements include the accounts of the Company
and its subsidiaries, NovaVision, Inc.("NovaVision"), Salvatori Ophthalmic
Manufacturing Corporation ("SOMC"), S-O Nebraska, Inc. ("Lincoln"), and Carolina
Contact Lens, Inc. ("CCL"). Certain prior period balances have been reclassified
to conform to the current period presentation.
<PAGE>
2. Accounts receivable
Accounts receivable consist of the following at September 30, 1997 and
December 31, 1996:
1997 1996
---- ----
Trade receivables $551,649 $976,693
Less allowances:
Doubtful accounts 156,461 156,780
Sales returns 155,237 175,756
-------- --------
Net receivables $239,951 $644,157
-------- --------
3. Inventories
Inventories consist of the following at September 30, 1997 and December
31, 1996:
1997 1996
---- ----
Raw materials $197,740 $171,738
Work in process 13,616 21,562
Finished goods 39,491 514,852
-------- --------
Total $250,847 $708,152
-------- --------
4. Assets held for disposition
The assets held for disposition represent the Company's Lincoln facility
(land & building). These assets were sold in April for $250,000, which exceeded
the net book value and resulted in a gain of $75,313, which is included in other
income in the income statement.
5. Long-term debt
The Sirrom Capital debt incurred concurrently with the May 7, 1997
transaction, of $1,575,000 is a five year interest only note with interest
payable monthly at 13.5%.
6. Facility integration costs
In August 1997, the Company began consolidating all manufacturing into the
Sarasota location. The facility integration costs of $153,000 represents the
cost of closing the manufacturing facility in Raleigh and the transferring of
production to the Sarasota location. This covers the cost of severance, settling
various contractual arrangements, and the relocation of the equipment.
<PAGE>
7. Loss from discontinued operations
In May 1997, the Company, in order to reduce operating losses, decided to
discontinue the distribution of commodity soft lenses produced by the major
manufacturers, Bausch & Lomb, Wesley-Jessen, Ciba-Geigy and Johnson & Johnson.
The profit margins had declined to a point where the Company could no longer
distribute these products at acceptable profit margins. This has been reflected
as a discontinued operation in accordance with APB #30.
The assets of this business segment were separate from the assets used in
the manufacture of RGP and specialty soft lenses. The customer base buying the
distributed product was completely different and distinct from the manufactured
lens customer base. The revenue and expenses associated with this segment of the
business had been accounted for separately in order to properly monitor and
effectively manage the distribution business. The distribution segment was a
high volume, low margin segment in contrast to the manufactured segment, which
is a specialty product characterized by lower volume and higher margins.
8. Nova acquisition
On May 7, 1997, the Company acquired NovaVision. The unallocated purchase
price in excess of the cost, from the acquisition has been reflected in the
equity section of the balance sheet. The unallocated purchase price of
$7,477,778 represents the net of the assets acquired of $311,872 (cash,
receivables, inventory and fixed assets) less the liabilities acquired of
$823,557 (trade payables, accrued liabilities and long-term debt) and the
issuance of the Preferred Stock issued at the stated value of $1.00 per share
and the Common Stock issued at the market value on May 7, 1997 of $1.00, as
quoted by the National Quotation Bureau, LLC.
A valuation of the acquisition is underway. Due to the complexity of the
transaction and the weak financial condition of both companies prior to
acquisition, the valuation is not yet complete. Once complete, any adjustments,
if necessary, will be made.
9. Loss per share
Loss per share was computed based upon the weighted average number of
shares outstanding during the period. Loss per share is presented on a primary
basis only, since on a fully diluted basis it would be anti-dilutive.
10. Subsequent event
In October the Company closed on an additional $850,000 in senior secured
debt facility from Sirrom Capital. The debt has a five-year term with interest
only, on the outstanding balance, payable monthly at 13.5%. As of November 11,
1997 the Company had drawn-down $295,000 under this arrangement. It is currently
anticipated this funding will allow the Company to meet its obligations into the
first quarter of 1998. Should the Company not secure additional funding before
this incremental commitment from Sirrom is exhausted the Company will not be
able to meet its current obligation as they come due.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Management's discussion of the results of operations for the three and nine
month periods ended September 30, 1997 and 1996 refer to the Company's
continuing operations as presented in the consolidated financial statements. The
1996 information has been restated to reflect the presentation of the
discontinued operations.
Results of Operations - Three Months Ended September 30, 1997 Compared to Three
Months Ended September 30, 1996
Net sales for the three months ended September 30, 1997 totaled $974,425,
a decrease of $111,279 or 10.2% from the comparable period in 1996. The decrease
is primarily due to two factors; the first is the loss of a specialty
manufactured soft lens customer which accounts for approximately $37,000 of the
decline; the second is the loss of certain local Lincoln customers that had done
business with the Lincoln facility prior to it being integrated into the Raleigh
and Sarasota facilities, which accounts for approximately $74,000 of the
decline.
The gross profit was $345,630 or 35.5% of net sales for the quarter ended
September 30, 1997 compared to $513,342 or 47.6% for the comparable period in
1996. The decline in the gross margin percentage is the result of; 1) the loss
of the higher margin soft lens customer mentioned above; 2) the loss of the
higher margin Lincoln facility specialty lens business, and 3) the additional
precautionary labor incurred to ensure a smooth integration of the Raleigh
manufacturing into the Sarasota facility.
Total operating expenses of $835,897 for the quarter ended September 30,
1997 were $30,986 or 3.6% lower than the $866,883 for the quarter ended
September 30, 1996. The improvement is the result of cost cutting measures taken
in the fourth quarter of 1996. On October 1, 1996, there was a 13% reduction in
work force, and on November 15, 1996, the Lincoln, Nebraska manufacturing
facility, was consolidated into the Sarasota and Raleigh facilities. The results
of these two actions were partially offset by the absorption of the expense
associated with the NovaVision acquisition and the hiring of three senior level
executives.
The Company incurred an operating loss of $490,267 for the three months
ended September 30, 1997 compared to an operating loss of $353,542 for the three
months ended September 30, 1996. The increase in the loss was due to the lower
gross profit margin in 1997, partially offset by the reduction in operating
expenses in 1997.
Interest expense for the three months ended September 30, 1997 totaled
$94,119, compared to $125,255 for the comparable period in the prior year. This
decrease is due to the restructuring of the Company's debt as part of the
NovaVision acquisition at a rate of 13.5% compared to the previous rates on the
long-term debt and on the revolving credit line of over 20%.
<PAGE>
Results of Operations - Nine Months Ended September 30, 1997 Compared to Nine
Months Ended September 30, 1996
Net sales for the nine months ended September 30, 1997 totaled $2,736,413,
a decrease of $796,031, from the comparable period in 1996. The decrease is due
to two factors; the first is the loss of a specialty manufactured soft lens
customer, which accounts for approximately $460,000, of the decline; the second
is the loss of certain local Lincoln customers that had done business with the
Lincoln facility prior to it being integrated into the Raleigh and Sarasota
facilities which accounts for approximately $166,000 of the decline.
The gross profit for the nine months ended September 30, 1997 was
$1,075,172 or 39.3% of net sales, compared to $1,741,009 or 49.3% of net sales
for the nine months ended September 30, 1996. The decline in the gross margin
percentage is the result of; 1) the loss of the higher margin soft lens customer
mentioned above; 2) the loss of the higher margin Lincoln facility specialty
lens business, and 3) the additional precautionary labor incurred to ensure a
smooth integration of the Raleigh manufacturing into the Sarasota facility.
Total operating costs for the nine months ended September 30, 1997
decreased $526,553, or 20.5% to $2,040,570. The improvement is the result of
cost cutting measures taken in the fourth quarter of 1996. On October 1, 1996
there was a 13% reduction in work force, and on November 15, 1996, the Lincoln,
Nebraska manufacturing facility was consolidated into the Raleigh and Sarasota
facilities. The results of these two actions were partially offset by the
absorption of the expense associated with the NovaVision acquisition and the
hiring of three senior level executives.
Interest expense for the nine months ended September 30, 1997 totaled
$466,455 compared to $269,038 for the same period in 1996. This increase is due
to the increased borrowings incurred to support the prior losses, the higher
interest rate in the first half of 1997 on the revolving credit line as compared
to the first half of 1996, current operations, and the impact of the
amortization of the discount associated with warrants issued in 1996. The
amortization of the discounts ended on March 31, 1997 and May 7, 1997.
Financial Condition
Cash used in operating activities during the first nine-months of 1997
totaled $915,118 compared to $827,606 in the comparable period in 1996. For the
first nine-months of 1997, cash increased $158,152. For the September 30, 1996
period, cash increased to $141,318.
The Company stopped inventorying and distributing commodity disposable and
non-disposable lenses manufactured by the major vendors on May 15, 1997. The
Company has not realized any revenues from these products subsequent to May 15,
1997. All inventory on hand at May 15, 1997 has been returned to the respective
vendors for credit as of September 30, 1997. The reduction in accounts
receivable and inventory from December 31, 1996 to September 30, 1997 reflect
the impact of exiting the commodity distribution business.
<PAGE>
The working capital deficit at September 30, 1997 was $875,035, which
showed a significant improvement compared to a working capital deficit of
$3,111,842 at December 31, 1996. The improvement is primarily the result of the
conversion of $2,088,273 in debt and interest into the Company's Series A
Redeemable Preferred Stock and the repayment of the revolving credit line
Management is working to achieve positive cash flow from operations by
reviewing and adjusting sales prices to provide acceptable profit margins,
rescheduling its current obligations and significantly cutting costs. In
addition, on May 15, 1997 the Company decided for strategic reasons to
discontinue the distribution of commodity soft lenses produced by the major
manufacturers, Bausch & Lomb, Wesley-Jessen, Ciba-Geigy and Johnson & Johnson.
The profit margins had declined to a point the Company could no longer
distribute these products at acceptable profit margins.
On May 7, 1997, the Company consummated the acquisition of NovaVision,
Inc. ("NovaVision") for stock through a subsidiary merger. An aggregate of
3,561,906 shares of the Company's common stock and a total of 4,897,429 shares
of the Company's Series A Redeemable Preferred Stock ("Preferred Stock") were
issued in the transaction. Of the 4,897,429 Preferred Shares, 2,088,273 were
issued to Tullis-Dickerson Capital Focus Limited Partnership
("Tullis-Dickerson") in exchange for the conversion of $2,088,273 in debt and
accrued interest, the remaining 2,809,156 Preferred Shares were issued to
existing NovaVision Preferred Series A stockholders. In connection with this
transaction, the Company entered into a loan agreement with Sirrom Investments,
Inc. ("Sirrom"), pursuant to which the Company borrowed $1,575,000. A portion of
the proceeds from this financing was used to completely repay the Company's debt
to Fidelity Funding. The remainder of the funds will be used for general
corporate purposes. The acquisition of NovaVision and the Sirrom loan enabled
the Company to meet its current obligations as it works toward achieving
positive cash flow.
The acquisition of NovaVision reaffirms the Company's intention to execute a
consolidation strategy within the rigid gas permeable ("RGP") industry. In
addition, as part of the NovaVision acquisition, the Company obtained several
patents. The first, for a new generation NovaVision Product called Nova III,
which the Company believes will provide distinct clinical advantages to the
wearers. The second, for a collagen technology, from which the Company envisions
developing a family of proprietary ophthalmic products. The Company may now be
in a position to pursue a dual strategy of executing a consolidation strategy
within the RGP industry while simultaneously developing technology.
Certain matters discussed in this report may contain forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ from those discussed. Any forward-looking statements contained
in this document reflect management's current intentions and expectations.
However, management makes no representations or assurances that these intentions
or expectations will be realized. Should the Company not secure additional
funding before the incremental funding commitment from Sirrom is exhausted the
Company will not be able to meet its current obligation as they come due.
<PAGE>
PART II
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) The exhibits to this Form 10-QSB are listed on the accompanying Index
to Exhibits.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed by the undersigned, thereunto duly authorized.
American Consolidated Laboratories, Inc.
Date: 11/13/97 By: /s/ Joseph A. Arena
------------------------------ --------------------------------------
Joseph A. Arena
Chief Executive Officer
Date: 11/13/97 By: /s/ Kenneth C. Kirkham
------------------------------ --------------------------------------
Kenneth C. Kirkham
Chief Financial Officer
<PAGE>
ITEM 6 (a) INDEX TO EXHIBITS
Exhibit
Number Description Incorporated by reference
- --------------------------------------------------------------------------------
2. Agreement and Plan of Exhibit 2 to Report on Form 8-K dated
Merger by and among May 7, 1997
NovaVision, Inc., Bart
Gutekunst, the Registrant and
NV Acquisition, Inc. dated
May 7, 1997
3.1 Articles of Incorporation and Exhibit 3.1 to quarterly Report on
subsequent amendments of Form 10-Q for quarter ended March 31,
registrant 1997
3.2 Articles of Merger of Exhibit 3 (a)(2) to Report on Form
NovaVision, Inc. into NV 1997 8-K dated May 7,
Acquisition, Inc. dated May
8, 1997
3.3 Bylaws of the registrant Exhibit 10.2 to quarterly Report on
Form 10-Q for quarter ended March 31,
1997
4.1 Term Note between Registrant Exhibit 10.2 to quarterly Report on
and TDCFLP, September 16, Form 10-Q for quarter ended September
1991 30, 1991
4.2 Secured Convertible Term Exhibit 6 to Current Report on Form
Promissory Note between 8-K, dated December 29, 1994
Registrant and TDCFLP
December 15, 1994; and Stock
Purchase and Term Loan
Agreement between Registrant
and TDCFLP, dated August 15,
1994
4.3 Secured Convertible Term Exhibit 10.11 to Form 10-KSB for the
Promissory Note dated as of year ended December 31, 1995
December 14, 1994, (as
amended and restated as of
June 15, 1995) between
the Company and TDCFLP
and amendment of
Promissory Note dated February
15, 1996
<PAGE>
4.4 Amended and Restated Exhibit 10.11 to Form 10-KSB for the
Convertible Promissory year ended December 31, 1995
Note dated February 15,
1996 from the Company to
TDCFLP and related
Warrants
4.5 Loan and Security agreement Exhibit 4.5 to form 10-KSB for the
between Carolina Contact Lens, year ended December 31, 1996.
Inc. and Fidelity Funding of
California, dated as of June 25,
1996
4.6 Loan and Security agreement Exhibit 4.6 to form 10-KSB for the
between Salvatori Ophthalmic year ended December 31, 1996.
Manufacturing Corporation and
Fidelity Funding of California,
Inc. dated as of June 25,
1996
4.7 Warrant for Purchase of Exhibit 4.7 to form 10-KSB for the
securities of American year ended December 31, 1996.
Consolidated Laboratories,
Inc. issued to Fidelity Funding
of California, Inc. in
conjunction with the Loan in
Exhibits 10.9 and 10.10 for
150,000 shares
4.8 Warrant for Purchase of Exhibit 4.8 to form 10-KSB for the
securities of American year ended December 31, 1996.
Consolidated Laboratories,
Inc. issued to TDCFLP
in conjunction with Loan
advances in 1996 for
550,000 shares
4.9 Financing Agreement between Exhibit 10.1 to Quarterly Report on
the Company, S-O Nebraska, Form 10-Q for the quarter ended
Inc. and TDCFLP, dated Form 10-Q for the
September 13, 1991
4.10 Loan Agreement dated as of Exhibit 4(a) to the Report on Form
May 7, 1997 by and between 8-K dated May 7, 1997
The Registrant and Sirrom
Investments, Inc.
<PAGE>
4.11 Joint and Several Exhibit 4(b) to the Report on Form
Unconditional Continuing 8-K dated May 7, 1997
Guaranty dated as of May 7,
1997 of Loan Agreement
dated as of May, 1997 by the
Registrant, NovaVision, Inc.
Biopolymer Corporation,
Salvatori Ophthalmic
Manufacturing Corporation,
S-O Nebraska, Inc., Wolcon
Labs, Inc. and Carolina
Contact Lens, Inc.
4.12 Promissory Note dated May Exhibit 4(c) to the Report on Form
7, 1997 by and between the 8-K dated May 7, 1997
Registrant and Sirrom
Investments, Inc.
4.13 Intercreditor Agreement Exhibit 4(d) to the Report on Form
dated May 7, 1997, among 8-K dated May 7, 1997
the Registrant, Tullis-
Dickerson Capital Focus,
L.P., NovaVision, Inc.
Biopolymer Corporation,
Salvatori Ophthalmic
Manufacturing Corporation,
S-O Nebraska, Inc., Wolcon
Labs, Inc. and Carolina
Contact Lens, Inc.
4.14 Security Agreement dated as of Exhibit 4(e) to the Report on Form
May 7, 1997, by and between 1997 8-K dated May 7,
the Registrant, NovaVision, Inc.
Biopolymer Corporation,
Salvatori Ophthalmic
Manufacturing Corporation,
S-O Nebraska, Inc., Wolcon
Labs, Inc. and Carolina
Contact Lens, Inc.
(collectively, the "Grantors")
and Sirrom Investments, Inc.,
as agent pursuant to that certain
Intercreditor Agreement of even
Date herewith by and between
Tullis-Dickerson Capital Focus,
L.P., Sirrom Investments, Inc.
And the Grantors.
<PAGE>
4.15 Trademark and Patent Security Exhibit 4(f) to the Report on Form
Agreement dated as of May 7,1997 8-K dated May 7,
1997 by and between the
Registrant and Sirrom
Investments, Inc. as agent
pursuant to that certain
Intercreditor Agreement of
even date herewith by and
between Tullis-Dickerson
Capital Focus L.P., Sirrom
Investments, Inc. and the
Grantors.
4.16 Stock Pledge Agreement Exhibit 4(g) to the Report on Form
dated as of May 7, 1997, by 1997 8-K dated May 7,
and between the Registrant,
and Sirrom Investments, Inc.
as Agent pursuant to that
certain Intercreditor
Agreement of even date
Herewith by and between
Tullis-Dickerson Capital
Focus, L.P., Sirrom and
The Grantors.
4.17 Stock Purchase Warrant Exhibit 4(g) to the Report on Form
dated as of May 7, 1997, 8-K dated May 7, 1997
issued by the Registrant
to Sirrom Investments, Inc.
10.1 1994 Incentive and Non- Exhibit 4.1 to Form 10-KSB for the
Statutory Stock Option Plan Fiscal year ended December 31, 1994
27 Financial Data Schedule
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
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423,524
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