<PAGE> 1
FORM 10-Q/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______
Commission File No. 0-20127
ESCALON MEDICAL CORP.
(Exact name of Registrant as specified in its charter)
California 33-0272839
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
351 East Conestoga Road
Wayne, PA 19087
(610) 688-6830
(Address, including zip code, and
telephone number, including area code,
of Registrant's principal executive offices)
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Date: February 6, 1998 2,629,375 Shares of Common Stock, no par value
---------------- ---------
<PAGE> 2
ESCALON MEDICAL CORP.
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C> <C>
Part I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheets as of June 30, 1997
and December 31, 1997 3
Condensed Statements of Operations for the
Three Months Ended and Six Months Ended
December 31, 1996 and 1997 4
Condensed Statements of Cash Flows for the
Six Months Ended December 31, 1996 and 1997 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
ESCALON MEDICAL CORP.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1997
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,752,648 $ 1,534,238
Investments 235,000 --
Accounts receivable, net 587,265 713,862
Inventories, net 577,782 684,523
Other current assets 52,850 39,300
------------ ------------
Total current assets 3,205,545 2,971,923
Furniture and equipment, at cost, net 97,977 75,016
Long-term receivables 62,500 162,500
License and distribution rights, net 892,528 922,473
Patents, net 465,046 485,201
Goodwill, net 1,095,982 1,032,138
Other assets 14,156 17,742
------------ ------------
$ 5,833,734 $ 5,666,993
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of capital lease obligations $ 2,910 $ 934
Accounts payable 553,197 514,254
Accrued and other liabilities 479,175 338,662
------------ ------------
Total current liabilities 1,035,282 853,850
------------ ------------
Commitments
Shareholders' Equity:
Preferred stock, no par value; 2,000,000 shares authorized;
0 and 1,350 shares issued and outstanding at June 30, 1997
and December 31, 1997 -- 923,500
Common stock, no par value; 35,000,000 shares authorized;
2,629,703 and 2,629,375 shares issued and outstanding
at June 30, 1997 and December 31, 1996, respectively 44,645,440 44,879,940
Preferred stock subscription receivable -- (1,194,750)
Accumulated deficit (39,846,988) (39,795,547)
------------ ------------
Total shareholders' equity 4,798,452 4,813,143
------------ ------------
$ 5,833,734 $ 5,666,993
============ ============
</TABLE>
Note: The balance sheet at June 30, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed financial statement.
3
<PAGE> 4
ESCALON MEDICAL CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
--------------------------- ----------- -----------
1996 1997 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Product revenues $ 1,285,868 $ 1,509,476 $ 2,721,090 $ 2,880,640
Cost of goods sold 654,607 671,561 1,375,597 1,277,576
----------- ----------- ----------- -----------
Gross margin 631,261 837,915 1,345,493 1,603,064
----------- ----------- ----------- -----------
Costs and Expenses:
Marketing, general and administrative 942,232 795,444 1,715,842 1,459,763
Research and development 305,837 120,089 639,627 216,478
----------- ----------- ----------- -----------
Total costs and expenses 1,248,069 915,533 2,355,469 1,676,241
----------- ----------- ----------- -----------
Loss from operations (616,808) (77,618) (1,009,976) (73,177)
----------- ----------- ----------- -----------
Other Income and Expenses:
Other income -- 75,000 -- 75,000
Interest income 38,108 23,164 83,538 49,767
Interest expense (398) (46) (846) (149)
----------- ----------- ----------- -----------
Total other income and expense 37,710 98,118 82,692 124,618
----------- ----------- ----------- -----------
Net income (loss) $ (579,098) $ 20,500 $ (927,284) $ 51,441
=========== =========== =========== ===========
Basic net income (loss) per share $ (0.22) $ 0.008 $ (0.35) $ 0.020
=========== =========== =========== ===========
Diluted net income (loss) per share $ (0.22) $ 0.008 $ (0.35) $ 0.019
=========== =========== =========== ===========
</TABLE>
See notes to condensed financial statement.
4
<PAGE> 5
ESCALON MEDICAL CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
----------- -----------
1996 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (927,284) $ 51,441
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 376,003 164,613
Net loss on retirement of assets -- 3,860
Net gain on sale of furniture and equipment (2,680) --
Change in operating assets and liabilities:
Accounts receivable 100,438 (126,597)
Inventories (123,973) (106,741)
Other current assets 34,214 13,550
Accounts payable, accrued and other liabilities (160,381) (179,456)
----------- -----------
Net cash used in operating activities (703,663) (179,330)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of short-term investments 273,289 235,000
Purchase of furniture and equipment (18,592) (3,650)
Proceeds from sale of furniture and equipment 5,400 1,000
Long term note receivable -- (25,000)
Long term receivable -- (75,000)
License and distribution rights -- (99,109)
Patent costs (23,779) (30,295)
Other assets 5,731 (3,586)
----------- -----------
Net cash provided from (used in) investing activities 242,049 (640)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred stock offering costs -- (36,750)
Principal payments under capital lease obligations (4,055) (1,690)
----------- -----------
Net cash used in financing activities (4,055) (38,440)
----------- -----------
Net decrease in cash and cash equivalents (465,669) (218,410)
Cash and cash equivalents, beginning of period 2,584,503 1,752,648
----------- -----------
Cash and cash equivalents, end of period $ 2,118,834 $ 1,534,238
=========== ===========
</TABLE>
See notes to condensed financial statement.
5
<PAGE> 6
ESCALON MEDICAL CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of Escalon
Medical Corp. (formerly known as Intelligent Surgical Lasers, Inc.) (the
"Company") have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements presented in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, the
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods
presented. Operating results for the three and six-month periods ended December
31, 1997 are not indicative of the results that may be expected for the fiscal
year ended June 30, 1998.
For more complete financial information, the accompanying condensed
financial statements should be read in conjunction with the audited financial
statements for the year ended June 30, 1997 included in the Company's annual
report on Form 10-K filed in October 1997 with the Securities and Exchange
Commission.
2. REVERSE STOCK SPLIT
On November 20, 1997, the Company held its annual meeting of
shareholders at which time the shareholders approved a one-for-four reverse
stock split (the "Reverse Split") of the Company's Common Stock (the "Common
Stock"). As a result of the Reverse Split, each shareholder now has one share of
Common Stock for every four shares owned before the Reverse Split. As a result
of the Reverse Split, there were adjustments made to the Company's Class A
Redeemable Common Stock Purchase Warrant, Class B Redeemable Common Stock
Purchase Warrant and Class C Common Stock Purchase Warrant such that the
exercise prices of the warrants and the number of warrants that must be
delivered to the Company in order to purchase a share of Common Stock has been
increased by a factor of four.
All references in the condensed financial statements with regard to
shares, per share amounts and share prices have been adjusted for the Reverse
Split.
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<PAGE> 7
3. PER SHARE INFORMATION
In December 1997, the Company adopted the Financial Accounting Standards
Board Statement No. 128, "Earnings Per Share" ("SFAS No.128"). Earnings per
share information has been restated for all prior periods presented as prescribe
by SFAS No. 128. Common stock equivalents have not been included in computing
basic and diluted net loss per share since their effect would have been
antidilutive.
The following table sets forth the computation of basic and diluted net
income (loss) per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
----------- ----------- ----------- -----------
1996 1997 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator for basic and diluted
earnings per share:
Net income (loss) $ (579,098) $ 20,500 $ (927,284) $ 51,441
Denominator:
Denominator for basic earnings
per share-weighted average shares 2,629,703 2,629,375 2,629,703 2,629,375
Effect of dilutive employee stock
options -- 53,472 -- 53,472
----------- ----------- ----------- -----------
Denominator for diluted earnings per
share--adjusted weighted average
shares and assumed conversion 2,629,703 2,682,847 2,629,703 2,682,847
=========== =========== =========== ===========
Basic net income (loss) per share $ (0.22) $ 0.008 $ (0.35) $ 0.020
=========== =========== =========== ===========
Diluted net income (loss) per share $ (0.22) $ 0.008 $ (0.35) $ 0.019
=========== =========== =========== ===========
</TABLE>
4. INVENTORIES
Inventories, stated at the lower of cost (determined on a first-in,
first-out basis) or market, consisted of the following:
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1997
------------- -----------------
<S> <C> <C>
Raw materials/work in process $ 628,687 $ 152,301
Finished goods 610,093 722,222
---------- ---------
1,238,780 874,523
Valuation allowance (660,998) (190,000)
---------- ---------
$ 577,782 $ 684,523
========== =========
</TABLE>
5. PREFERRED STOCK OFFERING
On December 31, 1997, the Company issued $1,350,000 of Series A 6%
Convertible Preferred Stock ("Preferred Stock") in a private placement. Net
proceeds of $1,194,750 from this offering were received on January 2, 1998 and
are thus recorded as a subscription receivable in the shareholders' equity
section of the accompanying condensed balance sheet as of December 31, 1997.
After March 1, 1998, the Preferred Stock may be converted at the option of the
holder into shares of the Company's Common Stock at
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<PAGE> 8
5. PREFERRED STOCK OFFERING (CONTINUED)
a rate determined by dividing the liquidation value of the Preferred Stock being
converted by the conversion price then in effect. The conversion price will be
the lesser of (i) $8.6125 (which is the average of the closing bid price of the
Common Stock for each of the five trading days immediately prior to December 31,
1997) or, (ii) up to 82% of the five-day average closing bid price prior to the
conversion date. Any Preferred Stock that is outstanding on December 31, 1999
will be automatically converted into Common Stock. The Preferred Stock pays
cumulative dividends of 6% per annum payable quarterly in cash or Common Stock,
at the Company's option. The Preferred Stock may be redeemed at any time at the
option of the Company. The Preferred Stock was accompanied by an immediately
exercisable five-year Warrant to purchase 40,000 shares of Common Stock at
exercise prices ranging from $8.6125 to $11.626875. The Company also issued to
the private placement agent and its designees a similar Warrant to purchase an
aggregate of 50,000 shares of Common Stock at an exercise price of $10.335 per
share. The warrants were valued at $234,500 using the Black-Scholes option
pricing method with the following assumptions: risk-free interest rate of 5.5%;
expected volatility of .0879; expected warrant life of one-half year from
vesting; and an expected dividend rate of 0.0%. The value of the warrants were
accounted for as part of the offering related expenses.
The incremental yield imbedded in the conversion terms of the Preferred
Stock will be accounted for as a dividend of approximately $243,000 and will be
amortized over the period from the date of issuance to March 1, 1998, the first
date at which conversion can occur. Given that the net proceeds from the private
placement were not received until January 2, 1998, no amortization of the
dividend was recorded as of December 31, 1997.
The following table summarizes the changes in the Company's
stockholders' equity accounts as a result of the Preferred Stock private
placement for the six-months ended December 31, 1997. There were no changes in
the Company's stockholders' equity accounts for the six months ended December
31, 1996 except for the increase in the accumulated deficit relating to the net
loss of $927,284.
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
-------------------- ------------------------ SUBSCRIPTION ACCUMULATED
SHARES AMOUNT SHARES AMOUNT RECEIVABLE DEFICIT
------- ---------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at June 30,
1997 -- $ -- 2,629,375 $44,645,440 $ -- $(39,846,988)
Preferred stock
offering, net of
offering cost 1,350 1,158,000 -- -- (1,194,750) --
Warrants issued
in connection
with the
preferred stock
offering -- (234,500) -- 234,500 -- --
Net income -- -- -- -- -- 51,441
===== ========== ========= =========== =========== ============
Balance at
December 31, 1997 1,350 $ 923,500 2,629,375 $44,879,940 $(1,194,750) $(39,795,547)
===== ========== ========= =========== =========== ============
</TABLE>
6. LICENSE OF INTELLECTUAL LASER PROPERTIES
In October 1997, the Company licensed it intellectual laser properties
to Intralase Corporation ("Intralase") in exchange for an initial 25% equity
interest in Intralase. In addition, the Company is entitled to a 2.5% royalty on
future products sales which are based on the Company's patented technology, a
1.5% royalty on product sales not dependent on the Company's technology and an
annual license fee of $5,000 and $10,000 in 1999 and 2000, respectively, and
$15,000 in 2001 and each year thereafter during the term of the license. The
license fee may be credited in full against all royalties otherwise due to be
paid to the Company.
8
<PAGE> 9
6. LICENSE OF INTELLECTUAL LASER PROPERTIES (CONTINUED)
The Company will also be reimbursed $75,000 for previously expensed patent
costs. Further, the Company contributed to Intralase its laser inventory,
equipment and related furniture having a net book value of $0.
The term of this license agreement is the latter of (a) the last to
expire licensed patent (currently October 1, 2013), (b) the tenth anniversary of
the agreement, or (c) the fifth anniversary date of the date of first commercial
sale. Notwithstanding, this license of the Company's intellectual laser
properties will revert back to the Company if Intralase does not obtain
$1,000,000 of funding within the first 18 months of this agreement.
An officer of the Company is a member of the Board of Directors of
Intralase and represents the Company's interest in Intralase.
7. CONTINGENCIES
Litigation
As previously reported in reports filed with the Securities and Exchange
Commission, on or about June 8, 1995, a purported class action complaint
captioned George Kozloski v. Intelligent Surgical Lasers, Inc., et al., 95 Civ.
4299, was filed in the U.S. District Court for the Southern District of New York
as a "related action" to In Re Blech Securities Litigation (a litigation matter
which the Company is no longer a party to and which was reported in the
Company's Form 10-Q for the quarter ended September 30, 1996). The plaintiff
purports to represent a class of all purchasers of the Company's stock from
November 17, 1993, to and including September 21, 1994. The complaint alleges
that the Company, together with certain of its officers and directors, David
Blech and D. Blech & Co., Inc., issued a false and misleading prospectus in
November 1993 in violation of Sections 11, 12 and 15 of the Securities Act of
1933. The complaint also asserts claims under Section 10(b) of the Securities
Exchange Act of 1934 and common law. Actual and punitive damages in an
unspecified amount are sought, as well as a constructive trust over the proceeds
from the sale of stock pursuant to the offering. On June 6, 1996, the court
denied a motion by the Company and the named officers and directors to dismiss
the Kozloski complaint and, on July 22, 1996, the Company Defendants filed an
answer to the complaint denying all allegations of wrongdoing and asserting
various affirmative defenses. On August 15, 1996, the Company, together with
three other companies against whom similar claims have been asserted in separate
actions filed as "related" to In Re Blech Securities Litigation, filed a motion
for permission to take an immediate appeal. On January 16, 1997, the motion was
denied. On March 31, 1997, the Court issued Pretrial Order No. 2, which set
January 31, 1998 as the cutoff date for discovery and directed that the case be
ready for trial by March 31, 1998. On October 14, 1997, the Court extended these
dates, setting May 29, 1998 as the cutoff for discovery and July 31, 1998 as the
ready trial date. The Pretrial Order No. 2 also provides for certain
coordination of discovery in the Kozloski case, related cases making similar
allegations arising from other issuers' offerings and In Re Blech Securities
Litigation. Discovery has commenced in all related actions but is in its
preliminary stages.
While continuing to deny any wrongdoing and in an effort to curtail its
legal expenses related to this litigation, the Company has reached an agreement
in principle to settle this action for $500,000 on its behalf and on behalf of
its former and present officers and directors. This settlement is subject to
agreement upon final documentation and court approval. The Company's insurance
carrier has agreed to fund a significant portion of the settlement amount.
9
<PAGE> 10
8. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, "Reporting Comprehensive Income" (SFAS No. 130"). SFAS No. 130
establishes standards for the reporting and display of comprehensive income and
its components and is applicable to all enterprises. SFAS No. 130 is effective
for financial statements relating to fiscal years beginning after December 15.
1997. The adoption of SFAS No. 130 will have no impact on the Company's results
of operations, financial position or cash flows.
In June 1997, the Financial Accounting Standards Board issued Statement
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS No. 131"). SFAS No. 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. SFAS No. 131 is
effective for financial statements relating to fiscal years beginning after
December 15, 1997. The adoption of SFAS No. 131 will have no impact on the
Company's result of operations, financial position or cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This document contains certain forward-looking statements that are
subject to risks and uncertainties. Forward-looking statements include certain
information relating to the development of joint venture opportunities, expenses
associated with defending itself in litigation matters, liquidity and capital
resources, the continuation of fluctuations in results of operations, as well as
information contained elsewhere in this Report where statements are preceded by,
followed by or include the words "believes," "expects," "anticipates," or
similar expressions. For such statements the Company claims the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The forward-looking statements
contained in this document are subject to risks and uncertainties that could
cause the assumptions underlying such forward-looking statements and the actual
results to differ materially from those expressed in or implied by the
statements. The most important factors that could prevent the Company from
achieving its goals -- and cause the assumptions underlying the forward-looking
statements and the actual results to differ materially from those expressed in
or implied by those forward-looking statements -- include, without limitation
and in addition to those discussed in the documents filed by the Company with
the Securities and Exchange Commission (including the Company's registration
statement on Form S-3 filed with the Commission on January 20, 1998), the
following: (i) Future capital needs and the uncertainty of additional funding
(whether through the financial markets, collaborative or other arrangements with
strategic partners, or from other sources); and (ii) The outcome of, and costs
associated with, litigation matters.
OVERVIEW
The following discussion should be read in conjunction with the interim
financial statements and the notes thereto which are set forth elsewhere in this
report on Form 10-Q.
On February 12, 1996, the Company acquired all of the assets and certain
liabilities of Escalon Ophthalmics, Inc. ("EOI"). Prior to the acquisition, the
Company was in the development stage and devoting substantially all of its
resources to the research and development of laser systems designed for the
treatment of ophthalmic disorders. Upon completion of the acquisition, the
Company changed its market focus and is now engaged in developing, marketing and
distributing ophthalmic medical devices and pharmaceuticals. The Company is also
developing its ophthalmic drug delivery system to complement its other
businesses. In
10
<PAGE> 11
order to further develop and commercialize its laser technology, the Company, in
October 1997, licensed its intellectual laser properties to a newly formed
company, Intralase, in return for an equity interest in Intralase and future
royalties on product sales. Intralase will have the responsibility of funding
and developing the laser technology through to commercialization. Sales of
products acquired from EOI are made primarily to hospitals and physicians
throughout the United States.
The Company expects that results of operations may fluctuate from
quarter to quarter for a number of reasons, including: (i) anticipated order and
shipment patterns of the Company's products; (ii) lead times to produce the
Company's products; and (iii) general competitive and economic conditions of the
health care market.
RESULTS OF OPERATIONS
Three and Six-Month Periods Ended December 31, 1996 and 1997
Product revenues increased $223,608, or 17%, to $1,509,476 for the
three-month period ended December 31, 1997 as compared to $1,285,868 for the
same three-month period ended December 31, 1996. For the six-month period ended
December 31, 1997, product revenues increased $159,550, or 6%, to $2,880,640 as
compared to $2,721,090 for the same interim period in 1996. The increase in
product revenues for the three-month period ended December 31, 1997 is due to
the increase in unit sales of Adatosil(R) 5000 Silicone Oil, Betadine(R) 5%
Sterile Ophthalmic Prep Solution, ISPAN(TM) Intraocular Gases and contract
manufacturing product lines. These increases were partially offset by a decrease
in unit sales of the Company's capital equipment and related disposable product
lines. For the six-month period ended December 31, 1997, the increase in product
revenues was again due to increased unit sales from all of its product lines
except its contract manufacturing, capital equipment and related disposable
product lines. Contract manufacturing revenues vary from quarter to quarter
depending on when orders are received and the lead times to produce such
products.
Cost of goods sold totaled $671,561, or 44% of revenues, for the
three-month period ended December 31, 1997 as compared to $654,607, or 51% of
revenues, for the same period ended December 31, 1996. For the six-month period
ended December 31, 1997, cost of goods sold totaled $1,277,576, or 44% of
revenues, as compared to 1,375,597, or 51% of product revenues for the same
interim period in 1996. The 7% decrease in cost of goods sold as a percentage of
revenues for both the three and six-month periods ended December 31, 1997 is due
primarily to (i) the strengthening of the U.S. dollar against the German mark
which has lowered the cost associated with the purchases of AdatoSil(R) 5000
Silicone Oil, the Company's primary product; and (ii) a change in the product
sales mix during the respective periods.
Marketing, general and administrative expenses decreased $146,788, or
16%, for the three-month period ended December 31, 1997 compared to the same
period ended December 31, 1996, and decreased $256,079, or 15%, for the
six-month period ended December 31, 1997 as compared to the same interim period
of 1996. The decrease for both the three and six-month period ended December 31,
1997 is due principally to (i) the reduction in the amortization expense of
goodwill and license and distribution rights resulting from the write down of
such assets during the fourth quarter of fiscal 1997 as described more fully in
the Company's annual report on Form 10-K for the fiscal year ended June 30, 1997
and (ii) the decrease in commissions expense as a result of a change in the
Company's commission structure. Included in the expenses for the three-month
period ended December 31, 1997 were costs totaling approximately $80,000
associated with the closing of the Company's New Jersey office and an additional
accrual of $33,000 for legal expenses relating to the potential settlement of
the Company's litigation. These expenses were offset by the reversal of reserves
totaling approximately $112,000 associated with the Company's laser program
which were deemed unnecessary as a result of licensing its intellectual laser
properties to Intralase.
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<PAGE> 12
Research and development expenses decreased $185,748, or 61%, for the
three-month period ended December 31, 1997 compared to the same three-month
period ended December 31, 1996, and decreased $423,149, or 66%, for the
six-month period ended December 31, 1997 as compared to the same interim period
in 1996. These decreases are due primarily to a decrease in expenditures
associated with the Company's laser development program as a result of the
change in the Company's market focus as well as a decrease in expenditures
associated with the Company's drug delivery technology.
Pursuant to the licensing agreement with Intralase described in Note 6
of the Notes to Condensed Financial Statements, the Company is to be reimbursed
$75,000 by Intralase for previously expensed patent costs. The Company recorded
a receivable from Intralase and charged other income for this future
reimbursement during the three-month period ended December 31, 1997.
Interest income decreased to $23,164 and $49,767 for the three and
six-month periods ended December 31, 1997 from $38,108 and $83,538 for the same
interim periods in 1996. The decrease is due to a reduction in the levels of
cash and cash equivalents available for investment.
There is no provision for income taxes for the three and six-month
periods ended December 31, 1997 due to the utilization of net operating loss
carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Company had cash and cash equivalents of
$1,534,238 as compared to $1,752,648 at June 30, 1997. The Company's short-term
investments at December 31, 1997 and June 30, 1997 were $0 and $235,000,
respectively. The net decrease in cash and cash equivalents of $218,410 relates
primarily to the acquisition of certain license and distribution rights and cash
used in operations offset by the decrease in short-term investments due to
normally recurring maturities.
As noted in the accompanying interim financial statements and notes
thereto, the Company completed a private placement of its Convertible Preferred
Stock on December 31, 1997. Net proceeds from this offering totaling $1,194,750
were received on January 2, 1998.
The Company anticipates that the cash and cash equivalents and the
interest earned thereon, together with funds obtained from the private placement
and generated from future product sales, should be adequate to satisfy its
capital requirements, based on current levels of operations, through December
31, 1998. In the longer term, however, the Company will seek corporate
partnering, licensing and other fund raising opportunities to satisfy the
significant expenditures anticipated with development of its surgical products,
pharmaceutical and drug delivery programs.
As described in Note 7 "Contingencies - Litigation," the Company has
reached an agreement in principle to settle the litigation for $500,000 on its
behalf and on behalf of its former and present officers and directors. This
settlement is subject to agreement upon final documentation and court approval.
The Company's insurance carrier has agreed to fund a significant portion of the
settlement amount. Thus, the Company does not believe that the proposed
settlement will have a material effect on future operations of the Company.
The Company anticipates additional expenditures may be incurred in
connection with the legal proceedings as discussed in Part II. See "Part II.
Item 1. Legal Proceedings."
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Note 7 of the Notes to Condensed Financial
Statements in Part I is incorporated herein by reference thereto.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K:
A report on Form 8-K was filed on December 1, 1997 and is
incorporated herein by reference. The content of the report is
summarized below:
The Company reported that on November 20, 1997, the Company's held
its annual meeting of shareholders at which time the shareholders
approved a one-for-four reverse stock split ("Reverse Split"). As a
result of the Reverse Split, there were adjustments made to the
Company's Class A Redeemable Common Stock Purchase Warrant, Class B
Redeemable Common Stock Purchase Warrant and Class C Common Stock
Purchase Warrant such that the exercise prices of the warrants and
the number of warrants that must be delivered to the Company in
order to purchase a share of Common Stock has been increased by a
factor of four. Further, the Reverse Split necessitated an
amendment to the Registrant's Warrant Agreement with American Stock
Transfer & Trust Company dated November 17, 1993, as amended on
June 1, 1994 and September 1, 1994.
Another report on Form 8-K was filed on January 2, 1998, as amended
on Form 8-K/A on January 22, 1998, both of which are incorporated
herein by reference. The content of the reports is summarized
below:
The Company reported that on December 31, 1997, the Company issued
$1,350,000 of Series A 6% Convertible Preferred Stock in a private
placement. After March 1, 1998, the Preferred Stock may be
converted at the option of the holder into shares of the Company's
Common Stock at a rate determined by dividing the liquidation value
of the Preferred Stock being converted by the conversion price then
in effect. The conversion price will be the lesser of (i) $8.6125
(which is the average of the closing bid price of the Common Stock
for each of the five trading days immediately prior to December 31,
1997) or, (ii) up to 82% of the five-day average closing bid price
prior to the conversion date. Any Preferred Stock that is
outstanding on December 31, 1999 will be automatically converted
into Common Stock. The Preferred Stock pays cumulative dividends of
6% per annum payable quarterly in cash or Common Stock, at the
Company's option. The Preferred Stock may be redeemed, at the
option of the Company. The Preferred Stock was accompanied by an
immediately exercisable five-year Warrant to purchase 40,000 shares
Common Stock at exercise prices ranging from $8.6125 to $11.626875.
The Company also issued to the private placement agent and its
designees a similar Warrant to purchase an aggregate of 50,000
shares of Common Stock at an exercise price of $10.335 per share.
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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.
ESCALON MEDICAL CORP.
(Registrant)
DATE: April 3, 1998 By: /s/ John T. Rich
-----------------------------------------
John T. Rich
Vice President Finance and Administration
(Principal Financial and Accounting
Officer) and Secretary
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