AUTONOMOUS TECHNOLOGIES CORP
10-Q, 1997-11-10
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 10-Q

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to __________


For the quarterly period ended  SEPTEMBER 30, 1997
                                ------------------

Commission File Number:             0-28278
                                    -------


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


           FLORIDA                                       59-2554729
- ---------------------------------           ------------------------------------
 (State or other Jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)
 

                 2800 DISCOVERY DRIVE, ORLANDO, FLORIDA 32826
             ----------------------------------------------------
             (Address of principal executive offices)  (Zip Code)


                                (407) 384-1600
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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.

                                          [X] Yes     [ ] No

  On October 31, 1997, there were 9,966,443 shares of the registrant's $.01 par
value Common Stock outstanding.
<PAGE>
 
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)

                              Index to Form 10-Q


<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                    -------
<S>          <C>                                                                    <C> 
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements
 
Balance Sheets as of September 30, 1997, and December 31, 1996                           3
 
Statements of Operations for the three months ended September 30, 1997 and 1996,
 for the nine months ended September 30, 1997 and 1996, and for the cumulative           
 period from inception to September 30, 1997                                             4
 
Statements of Cash Flows for the nine months ended September 30, 1997 and 1996,
 and for the cumulative period from inception to September 30, 1997                      5
 
Notes to Financial Statements                                                            7
 
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of                                                                       8
 
PART II.     OTHER INFORMATION
 
Item 1.      Legal Proceedings                                                          12
Item 2.      Changes in Securities                                                      12
Item 3.      Defaults Upon Senior Securities                                            12
Item 4.      Submission of Matters to a Vote of Security Holders                        12
Item 5.      Other Information                                                          12
Item 6.      Exhibits and Reports on Form 8-K                                           12
                                                                                       
SIGNATURES                                                                              13
</TABLE>
<PAGE>
 
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                      -----------------------------------
                         (A Development Stage Company)

                                 BALANCE SHEETS
                                 --------------

<TABLE>
<CAPTION>
                                                                           September 30,       December 31,
                                                                               1997               1996
                                ASSETS                                   ------------------  ----------------
                                ------                                       (Unaudited)
                            
CURRENT ASSETS:
<S>                                                                      <C>                 <C>
   Cash and cash equivalents                                                  $    506,448      $  2,980,036
    Investments (note 1)                                                        10,545,516         9,263,754
   Restricted investment                                                           111,045           162,000
   Inventories (note 1)                                                          1,676,062           262,607
   Prepaid expenses and other assets                                               277,804            63,018
                                                                              ------------      ------------ 
          Total current assets                                                  13,116,875        12,731,415
PROPERTY AND EQUIPMENT, net                                                      1,326,701           435,555
ADVANCE LICENSING FEES                                                             749,120           750,000
OTHER ASSETS                                                                       320,196           209,279
                                                                              ------------      ------------ 
          Total assets                                                        $ 15,512,892      $ 14,144,249
                                                                              ============      ============
 
                         LIABILITIES AND STOCKHOLDERS' EQUITY
                         ------------------------------------
 
CURRENT LIABILITIES:
   Accounts payable                                                           $    474,377      $    834,785
   Accrued expenses                                                              1,125,019           422,254
    Note payable                                                                   111,045           151,299
   Current portion of obligation under capital leases                               93,927            55,130
                                                                              ------------      ------------           
        Total current liabilities                                                1,804,368         1,463,468
OBLIGATION UNDER CAPITAL LEASES, less current portion                              208,914           122,133
OBLIGATION UNDER STRATEGIC ALLIANCE AGREEMENT                                    1,425,000           975,000
                                                                              ------------      ------------ 
        Total liabilities                                                        3,438,282         2,560,601
                                                                              ------------      ------------              
 
STOCKHOLDERS' EQUITY:
   Common stock $.01 par value 25,000,000 and 15,000,000 shares
    authorized at September 30, 1997 and December 31, 1996,
    respectively; 9,908,197 and 6,763,187 shares issued and
    outstanding at September 30, 1997 and December 31, 1996,
    respectively                                                                    99,082            67,632
   Additional paid--in capital                                                  37,610,521        28,784,708
   Deficit accumulated during the development stage                            (25,634,993)      (17,268,692)
                                                                              ------------      ------------  
        Total stockholders' equity                                              12,074,610        11,583,648
                                                                              ------------      ------------ 
                                                                              $ 15,512,892      $ 14,144,249
                                                                              ============      ============
</TABLE>
                                                                                



     The accompanying notes are an integral part of these balance sheets.

                                      -3-
<PAGE>
 
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                      -----------------------------------
                         (A DEVELOPMENT STAGE COMPANY)

                           STATEMENTS OF OPERATIONS
                           ------------------------

                                  (UNAUDITED)


                                        
<TABLE>
<CAPTION>
                                            Three Months Ended              Nine Months Ended
                                         ---------------------------    ---------------------------  
                                                                                                     
                                                                                                         Cumulative   
                                                                                                       from Inception 
                                                                                                       (July 23, 1985) 
                                          Sept. 30,       Sept. 30,       Sept. 30,      Sept. 30,       to Sept. 30,
                                            1997            1996            1997            1996             1997     
                                         ----------      ----------     ----------       ----------      -----------          
<S>                                   <C>             <C>             <C>            <C>              <C>
REVENUES FROM LADARVision System         $   11,000   $           -     $   11,000   $            -      $    11,000
REVENUES FROM RESEARCH GRANTS                     -               -              -                -        3,450,517
 
OPERATING EXPENSES:
  Costs of revenues- LADARVision             35,528               -         35,528                -           35,528
   System
  Costs of revenues- research grants              -               -              -                -        3,465,596
  Clinical trials                           715,348         477,282      2,158,449        1,153,525        5,048,326
  Research and development                  706,637       1,457,410      2,375,933        2,661,391        9,729,691
  Selling and marketing                     415,244         281,158      1,029,840          788,839        2,991,772
  General and administrative                617,542         457,242      1,746,226        1,196,489        5,772,876
  Other expenses                            366,444         431,468      1,453,311          731,468        3,112,184
                                         ----------      ----------     ----------       ----------      ----------- 
 
OPERATING LOSS                            2,845,743       3,104,560      8,788,287        6,531,712       26,694,456
 
OTHER INCOME (EXPENSE):
  Interest income                           182,850         224,693        453,260          379,152        1,159,579
  Interest expense                          (14,236)        (11,513)       (31,274)         (16,737)         (95,344)
                                         ----------      ----------     ----------       ----------      -----------
 
LOSS BEFORE INCOME TAXES                  2,677,129       2,891,380      8,366,301        6,169,297       25,630,221
INCOME TAXES                                      -               -              -                -           (4,772)
                                         ----------      ----------     ----------       ----------      -----------
 
NET LOSS                                 $2,677,129      $2,891,380     $8,366,301       $6,169,297      $25,634,993
                                         ==========      ==========     ==========       ==========      ===========
 
LOSS PER SHARE:
  Net loss per share                         $(0.27)         $(0.43)        $(1.06)          $(1.19)
                                         ==========      ==========     ==========       ==========
 
Weighted average common and common
  equivalent shares used in
   computing net loss per share           9,898,367       6,749,950      7,884,019        5,164,668
                                         ==========      ==========     ==========       ==========
</TABLE>

  The accompanying notes are an integral part of these statements.


                                      -4-
<PAGE>
 
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                      ------------------------------------
                         (A Development Stage Company)

                           STATEMENTS OF CASH FLOWS
                           ------------------------
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                              --------------------------------           From Inception 
                                                                 Sept. 30,         Sept. 30,          (July  23, 1985) to 
                                                                   1997              1996                Sept. 30, 1997         
                                                              --------------------------------         ------------------
<S>                                                           <C>                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $(8,366,301)       $ (6,169,297)            $(25,634,993)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
   In-kind services provided by
    shareholder                                                   368,069             312,636                1,037,953
   Compensation expense related to
    employee stock options                                        374,106             169,978                  973,622
   Compensation expense related to
    common stock placed in escrow for
    future services                                                37,567                   -                   61,617
   Convertible preferred stock issued
    for services                                                        -                   -                  162,500
   Loss on disposal of property and equipment                           -                   -                   85,167
   Depreciation and amortization                                  203,305             113,265                  582,110
   Changes in assets and liabilities:
    (Increase) in inventories                                  (1,413,455)                  -               (1,676,062)
    (Increase) in prepaid expenses
     and other assets                                            (325,703)           (164,728)                (568,000)
    (Increase) decrease in advance licensing fees                     880            (750,000)                (749,120)
    (Decrease)increase in accounts payable                       (360,408)            106,079                  474,377
    Increase in accrued expenses                                  702,765             168,694                1,125,019
    Increase in obligation under
     strategic alliance agreement                                 450,000             450,000                1,425,000
                                                              -----------        ------------             ------------
 
    Net cash used in operating activities                      (8,329,175)         (5,763,373)             (22,700,810)
                                                              -----------        ------------             ------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                            (898,205)           (268,251)              (1,608,899)
 Restricted cash investment (made) proceeds therefrom              50,955            (162,000)                (111,045)
 Investments made                                              (9,644,170)        (14,144,080)             (23,788,250)
 Investment proceeds                                            8,362,408           1,500,000               13,242,734
                                                              -----------        ------------             ------------
 
 Net cash used in investing activities                         (2,129,012)        (13,074,331)             (12,265,460)
                                                              -----------        ------------             ------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net proceeds from issuance of
  convertible preferred stock                                           -           2,181,500                6,002,708
 Proceeds from issuance of common
  stock, net of issuance costs                                  8,014,996          17,893,000               25,995,496
 Proceeds from exercise of stock options and warrants              62,525                   -                   70,707
 Proceeds from note payable                                             -             162,000                  151,299
 Payment of obligations under capital
  leases and note payable                                         (92,922)            (28,131)                (122,492)
 Advance from shareholder                                               -                   -                1,000,000
 Proceeds from issuance of convertible
  note payable                                                          -                   -                2,405,000
 Proceeds from long-term debt                                           -                   -                  200,000
 Repayment of long-term debt                                            -                   -                 (200,000)
</TABLE>

                                      -5-
<PAGE>
 
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                      -----------------------------------
                         (A Development Stage Company)

                           STATEMENTS OF CASH FLOWS
                           ------------------------
                                  (Unaudited)

                                   Continued

<TABLE>
<S>                                                      <C>                 <C>                 <C>
 Other, net                                                              -                1,873                  (30,000)
                                                               -----------          -----------              -----------
Net cash provided by financing
    activities                                                   7,984,599           20,210,242               35,472,718
                                                               -----------          -----------              -----------
 
  
NET INCREASE (DECREASE) IN CASH                                 (2,473,588)           1,372,538                  506,448
 
CASH, beginning of period                                        2,980,036              492,326                        -
                                                               -----------          -----------              -----------
 
CASH, end of period                                            $   506,448          $ 1,864,864              $   506,448
                                                               ===========          ===========              ===========
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
    Noncash transactions -
     Equipment acquired under
      capital leases                                           $   178,246          $   178,518              $   385,079
     Stockholder advance converted to common stock                       -          $ 1,000,000              $ 1,000,000
     Convertible note converted to common stock                          -          $ 2,405,000              $ 2,405,000
   Cash transactions -
    Interest paid                                              $    27,277          $    16,737              $    86,595
</TABLE>

       The accompanying notes are an integral part of these statements.


                                      -6-
<PAGE>
 
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

                              SEPTEMBER 30, 1997

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and adjustments) considered necessary for a fair
presentation have been included. Operating results for the three month or nine
month periods ended September 30, 1997, are not necessarily indicative of the
results that may be expected for the year ended December 31, 1997. For further
information, refer to the Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements and Footnotes
thereto included in the Autonomous Technologies Corporation ("Company" or
"Autonomous") Annual Report on Form 10-K as filed with the Securities and
Exchange Commission ("SEC") on March 21, 1997.

The Company's investments consist of U.S. Treasury and Agency securities with
maturities beyond three months at the time of purchase. These investments are
being accounted for as "available-for-sale securities" under Statement of
Financial Accounting Standards No. 115. At September 30, 1997, the investments
are stated at amounts which approximate quoted market value.

Inventories are stated at the lower of cost or market. Cost is determined on the
first-in, first-out method.  At September 30, 1997,  the Company's components
and purchased sub-assemblies inventory was $958,075 and work-in-progress
LADARVision(R) Systems (formerly known as T-PRK Systems) totaled $717,987.

Fully diluted loss per common and common equivalent share is not presented due
to the anti-dilutive effect (i.e. the effect of reducing loss per share) of the
Company's stock options and warrants in accordance with Accounting Principles
Board Opinion No. 15 ("APB No. 15"). See Note 2. below.

2.  NEWLY ISSUED ACCOUNTING STANDARD - EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128").
SFAS No. 128 establishes new standards for computing and presenting earnings per
share ("EPS"). Specifically, SFAS No. 128 replaces the presentation of primary
EPS with a presentation of basic EPS, requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the diluted EPS computation. SFAS No. 128 is effective for
financial statements issued for periods ending after December 15, 1997; earlier
application is not permitted.

The Company's basic EPS, in accordance with SFAS No. 128, would be the same as
the Company's presentation of loss per common and common equivalent share on the
face of the accompanying statements of operations.  Similar to the requirements
of APB No. 15, SFAS No. 128 does not require presentation of diluted EPS in
instances where the entity is operating at a loss and the result of the diluted
EPS calculation is to reduce net loss per share.  As a result, pro-forma
disclosures of diluted EPS are not required.


                                      -7-
<PAGE>
 
ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

This Quarterly Report on Form 10-Q contains 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. Actual results could differ materially from
- ----------------------------------------------------------------------------
those projected in the forward-looking statements as a result of a number of
- ----------------------------------------------------------------------------
important factors. For a discussion of important factors that could affect the
- ------------------------------------------------------------------------------
Company's results, please refer to the Overview section and financial statement
- -------------------------------------------------------------------------------
line item discussions set forth below.
- -------------------------------------

The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I -- Item 1 of this
Quarterly Report; and in conjunction with the audited financial statements and
notes thereto and Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Company's Annual Report on Form 10-K
filed with the SEC on March 21, 1997.

OVERVIEW

Autonomous, a Florida corporation formed in 1985, has been engaged since 1993 in
the design and development of the next generation of excimer laser instruments
for laser vision correction ("LVC") to reduce or eliminate a person's dependence
on eyeglasses or contact lenses. The Company's technology combines eye tracking
with a narrow beam excimer laser to treat common refractive vision disorders
such as myopia (nearsightedness), hyperopia (farsightedness) and astigmatism
(blurred vision). The Company's objective is to improve refractive surgical
outcomes for these conditions over those achieved by earlier LVC systems.

Vision correction is one of the largest medical markets, with over 136 million
people in the United States using eyeglasses or contact lenses. Within this
group, approximately 60 million people are myopic. Industry sources estimate
that Americans spend approximately $13 billion on eyeglasses, contact lenses and
other vision correction products and services each year.

The Company is a development stage enterprise. Since inception, the Company has
experienced significant operating losses, and, as of September 30, 1997, had an
accumulated deficit of approximately $25.6 million. To date, the Company has had
significant revenues relating only to research grants, which is an endeavor no
longer pursued by the Company. Despite the fact that LADARVision System
placements have begun outside the U.S., the Company anticipates that its
operating losses will continue for the foreseeable future because it plans to
expend substantial resources in funding clinical trials, sales and marketing
activities, commercial manufacturing, and research and development.
Additionally, the Company is funding, and expects to continue to fund, a legal
action against a patent pooling partnership that operates in the U.S. LVC
industry. The Company expects that research and development expenses will remain
at relatively high levels for the foreseeable future due to continued
development of the Company's LADARVision System, development of algorithms for
additional surgical indications such as hyperopia and the development of
complementary technologies such as the Company's CustomCornea project.
Additionally, it expects that both clinical trial costs, and sales and marketing
costs will escalate as those programs expand to meet the Company's business
goals. The foregoing forward looking statements could be affected by certain
risks and uncertainties, including: the ability to complete research and
development projects (and register their capabilities with the FDA) that the
Company judges to be necessary to be a viable competitor in the future LVC
marketplace; the ongoing results from past and future clinical trials; the
foreign, and subsequently U.S., market acceptance of the LADARVision System; and
the ability of the Company to ramp up production to adequate levels to meet
demand and generate net revenues to cover the overhead of the business.

                                      -8-
<PAGE>
 
RESULTS OF OPERATIONS

Operating Expenses
- ------------------

Clinical trials expenses were $715,348 and $477,282 in the quarters ended
September 30, 1997 and 1996, respectively. Clinical trials expenses were
$2,158,449 and $1,153,525 in the nine months ended September 30, 1997 and 1996,
respectively. These expenses increased 50% and 87% in the quarter and nine
months, respectively, due to the Company's substantial commitment of resources
to open new clinical protocols for expanded indications (higher myopia,
hyperopia and LASIK) and the patient follow-up work and data analysis in order
to collect and prepare data to support its Pre-Market Approval submission for
myopia, which was accepted for review by the FDA in October. In its Phase III
clinical trials for myopia, astigmatism and hyperopia to date, the Company has
paid the operating costs of the LADARVision Systems at the clinical sites, made
contributory payments toward patient recruitment and treatment, supplied Company
staff to assist with operations, and retained clinical consulting services to
assist with the collection and analysis of data and the preparation of FDA
filings. The Company's CustomCornea research program is expected to mature to
clinical trial level in the future and, as a result of these continuing trials,
clinical trials expenses will continue without significant reductions. There is
no certainty that the conduct or results of the current or future clinical
trials will result in FDA approvals for any of the surgical indications sought.

Research and development expenses were $706,637 and $1,457,410 in the quarters
ended September 30, 1997 and 1996, respectively. Research and development
expenses were $2,375,933 and $2,661,391 in the nine months ended September 30,
1997 and 1996, respectively. In the most recent quarterly comparison, this was a
decrease of 52%, and in the nine month period a decrease of 11%. The 52%
decrease in reported research and development costs for the quarter is almost
wholly reflective of the Company's commercial production status.  During 1997,
the Company has been preparing commercial production capability.  The cost of
the production organization was charged to expense as a period cost, and grouped
as a research and development expense, until mid-year.  At that time, the
Company's commercial production efforts started with the assembly and testing of
non-clinical site Systems.  As a result, beginning in the third quarter, a
portion of the cost of the production organization was capitalized as inventory
as a cost of assembling the LADARVision Systems.  As the Company places
commercial units in the field under its procedure fee approach (vs. outright
sale of the unit), such production organization costs that are embedded in the
cost of the Systems will be capitalized and depreciated against procedure fee
revenues. Henceforth, research and development will contain costs incurred by
the Company's research and product development/product improvement efforts.  The
same phenomenon accounts for the 11% decrease in the comparative nine month
periods. It is uncertain whether continued investment in applied research and
product development will be as productive as it has been in the past, if at all.
Further, it is uncertain whether the Company's CustomCornea project will produce
a viable commercial product or procedure, or whether such product or procedure
will be approved by the FDA.

Selling and marketing expenses were $415,244 and $281,158 in the quarters ended
September 30, 1997 and 1996, respectively. Selling and marketing expenses were
$1,029,840 and $788,839 in the nine months ended September 30, 1997 and 1996,
respectively.  This increase of 48% in the most recent quarterly comparison and
31% in the nine month comparison is due to marketing staffing being increased as
the Company's marketing and promotional efforts and activities increase
coincident with the commercial introduction of the LADARVision System outside
the U.S. The Company expects sales and marketing expenses to be among the
fastest growing expenses in the immediate future as the Company's manufacturing
capabilities are improved to support the placement of commercial systems in the
balance of 1997 and into 1998. It is uncertain whether the Company's pricing
structure and product offering will be accepted by the LVC marketplace.

General and administrative expenses were $617,542 and $457,242 in the quarters
ended September 30, 1997 and 1996, respectively. General and administrative
expenses were $1,746,226 and $1,196,489 in the


                                      -9-
<PAGE>
 
nine months ended September 30, 1997 and 1996, respectively.  These increases of
35% and 46% in the quarter and nine months, respectively, are due to increased
overall Company staffing, which in turn requires increased infrastructure to
support in accounting and human resources. The Company also added, post-IPO, an
investor relations function in the general and administrative area. Moving
expenses and expenses related to it's new facility in Orlando have also
increased in the 1997 periods as compared to 1996.  It is anticipated that
general and administrative expenses will increase at a slower rate, if at all,
in the near future.

Other expenses were $366,444 and $431,468 in the quarters ended September 30,
1997 and 1996, respectively.   Other expenses were $1,453,311 and $731,468 in
the nine months ended September 30, 1997 and 1996, respectively. There are two
major components of this expense category:

1)   An accrual which is being made for shares that may be issuable to CIBA
     Vision in May 1999 under the terms of the 1995 Strategic Alliance
     Agreement. The shares are to be issued unless certain requirements,
     relating to the accumulated 6% commission on revenues the Company will pay
     to CIBA Vision, are satisfied. The Company anticipates that the shares will
     be issued in May 1999.

2)   Legal expenses that relate to the Company's pursuit, beginning in the
     latter half of 1996, of two legal actions and the defense of another, all
     having to do with alleged infringement, unenforceability and invalidity of
     certain LVC patents held in various jurisdictions by other participants in
     the LVC industry. At the end of the first quarter of 1997, the Company was
     able to reach a settlement in two of those three cases whereby the Company
     received a license to utilize certain patents outside the U.S. As a result
     of these settlement negotiations, legal expenses increased in the first and
     second quarters of 1997 to over $100,000 per month. In the third quarter,
     as the remaining suit is in a pre-discovery stage, the legal expenses were
     somewhat reduced. The Company is still pursuing, as the plaintiff, one
     remaining case in the U.S. and expects, as activity in that suit
     progresses, to incur at least $100,000 per month of legal expenses
     indefinitely into the future in connection with this action. There can be
     no assurance that the continued pursuit of this remaining case will result
     in any change in commercial terms for the Company's LADARVision System in
     the U.S. Further, there can be no assurances that other legal matters will
     not be opened that the Company cannot presently foresee.

Interest income and interest expense
- ------------------------------------

Interest income was $182,850 and $224,693 in the quarters ended September 30,
1997 and 1996, respectively. Interest income was $453,260 and $379,152 for the
nine months ended September 30, 1997 and 1996, respectively. The decrease in the
comparative quarters was due to lower average cash and investment balances in
the 1997 quarter as compared to the 1996 quarter.  The Company received its
initial public offering proceeds in mid-second quarter 1996, and averaged a cash
and investments balance of approximately $15.4 million for the 1996 quarter.  In
the 1997 quarter, the Company's cash and investments balance averaged
approximately $12.3 million. The increase in interest income in the first nine
months of 1997 over the comparative 1996 period is due to the Company's higher
average cash and investment balances in the 1997 period.  Again, caused by the
timing of the Company's initial public offering proceeds in mid second quarter
1996, the average cash and investment balances were $10.8 million in the first
nine months of 1997 and $9.5 million in the comparable period of 1996. Available
interest rates on the short-term instruments the Company has invested in during
these periods have been little changed.

Interest expense was $14,236 and $11,513 in the quarters ended September 30,
1997 and 1996, respectively. Interest expense was $31,274 and $16,737 in the
nine months ended September 30, 1997 and 1996, respectively. This increase in
interest expense was due to the incurrence, primarily in mid-to-late 1996, of
capital lease obligations for engineering systems and, in mid-1997, for systems
furniture for the Company's new facility.

                                     -10-
<PAGE>
 
Interest income will decline in the next two quarters due to use of cash
resources to fund operations.  Interest expense will increase due to the
Company's new capital leases relating to furniture and telecommunications
equipment for its new facility.

Operating and Net Losses
- ------------------------

The net effect of the foregoing expense items was that the Company's operating
loss decreased to $2,845,743, or by 8%, in the quarter ended September 30, 1997,
from $3,104,560 in the quarter ended September 30, 1996. The Company's net loss
decreased to $2,677,129 or by 7%, in the quarter ended September 30, 1997, from
$2,891,380 in the quarter ended September 30, 1996.  Due to the aforementioned
beginning of capitalization of the costs of the production organization, it
should be noted, by reference to the accompanying Statement of Cash Flows, that
cash outflows have not been reduced as a result of this decrease in net loss for
the periods discussed

For the nine month periods ended September 30th,  the Company's operating loss
increased to $8,788,287, or by 35%, in 1997 from $6,531,712 in 1996.  The net
loss increased to $8,366,301, or by 36%, in 1997 from $6,169,297 in 1996.


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash, cash equivalents and available-for-sale investments were
$11,051,964 at September 30, 1997 and $12,243,790 at December 31, 1996. This net
decrease in cash and investments during the first nine months of 1997 of $1.2
million is comprised of $8.0 million of net proceeds from a private common stock
offering in June 1997 and the use of approximately $9.2 million, net, in
operations and capital expenditures.

As the Company continues to conduct clinical investigations, more fully develop
a sales and marketing capability, and commence commercial production of its
LADARVision System, it is expected that additional losses will be incurred that
will require substantial funding by equity or debt placements. The Company
believes that its cash resources in excess of $11 million at September 30, 1997,
will be sufficient to fund operations and continued development into 1998.
Should the Company raise adequate funds in 1998 to fund operations for a
reasonable period thereafter, it may be on terms that cause substantial dilution
for current stockholders.

The Company's common stock is quoted on NASDAQ under the symbol "ATCI".

                                     -11-
<PAGE>
 
PART II -- OTHER INFORMATION         AUTONOMOUS TECHNOLOGIES CORPORATION
                                     -----------------------------------
Item 1. Legal Proceedings

None.

Item 2. Changes in Securities
 
None.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Reports on Form 8-K

None.


                               INDEX TO EXHIBITS
                                        
Exhibit No.     Description of Exhibit                          Page
  27            Financial Data Schedule (for SEC use only).      14


                                     -12-
<PAGE>
 
                                  SIGNATURES
                                        
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             AUTONOMOUS TECHNOLOGIES CORPORATION

November 8, 1997

                                        By:                   /s/ Monty K. Allen
                                           -------------------------------------

                                                                  Monty K. Allen
                                      Vice President and Chief Financial Officer
                      (Principal Financial Officer and Chief Accounting Officer)


                                     -13-

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<PAGE>
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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         506,448
<SECURITIES>                                10,545,516
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                  1,676,062
<CURRENT-ASSETS>                            13,116,875
<PP&E>                                       1,851,005
<DEPRECIATION>                                 524,304
<TOTAL-ASSETS>                              15,512,892
<CURRENT-LIABILITIES>                        1,804,368
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        99,082
<OTHER-SE>                                  11,975,528
<TOTAL-LIABILITY-AND-EQUITY>                15,512,892
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<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              31,274
<INCOME-PRETAX>                             (8,366,301)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                         (8,366,301)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
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<NET-INCOME>                                (8,366,675)
<EPS-PRIMARY>                                    (1.06)
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