UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001.
OR
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from..........
to..........
COMMISSION FILE NUMBER 0-20127
--------------------------------
ESCALON MEDICAL CORP.
(exact name of Registrant as specified in its charter)
--------------------------------------------
PENNSYLVANIA 33-0272839
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
351 EAST CONESTOGA ROAD, WAYNE, PA 19087
(Address of principal executive offices, including zip code)
(610) 688-6830
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the Registrant
was required to filed such reports), and (2) has been subject to such filing
requirements for the last 90 days. YES [X] NO [ ]
Indicate the number of shares of outstanding stock of each of the
issuer's classes of Common Stock, as of the latest practicable date.
Date: FEBRUARY 14, 2002 Shares of Common Stock,
$0.001 par value: 3,292,184
ESCALON MEDICAL CORP.
FORM 10-Q QUARTERLY REPORT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements 3
Condensed Consolidated Balance Sheets as of December 31,
2001 and June 30, 2001 3
Condensed Consolidated Statements of Operations for the Three
and Six Months Ended December 31, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows for the Three
and Six Months Ended December 31, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings. 18
Item 2. Changes in Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, June 30,
2001 2001
------------ -------------
ASSETS
Current Assets:
Cash and cash equivalents $ 94,130 $ 80,830
Accounts receivable, net 2,089,961 2,317,476
Inventory, net 1,550,737 1,499,821
Other current assets 57,248 287,025
-------------------------------
Total current assets 3,792,076 4,185,152
Long-term note receivable 150,000 150,000
Furniture and equipment, net 610,838 631,877
Goodwill, net 10,591,795 10,591,795
Trademarks and trade names, net 601,806 601,806
License and distribution rights, net 242,300 262,613
Patents, net 196,979 204,274
Due from joint venture 402,512 596,758
Other assets 540,510 574,147
-------------------------------
Total assets $ 17,128,816 $ 17,798,422
===============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Line of credit $ 1,300,000 $ 4,626,009
Current portion of long-term debt 1,837,359 1,530,117
Accounts payable 580,213 436,684
Accrued compensation 337,236 399,535
Other current liabilities 217,315 196,503
-------------------------------
Total current liabilities 4,272,123 7,188,848
Long-term debt, net of current portion 6,289,697 4,502,325
-------------------------------
Total liabilities 10,561,820 11,691,173
Shareholders' Equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares
issued -- --
Common stock, $0.001 par value; 35,000,000 shares authorized; 3,292,184
shares issued at December 31, 2001 and June 30, 2001 3,292 3,292
Additional paid-in capital 46,121,519 46,121,519
Accumulated deficit (39,557,815) (40,017,562)
-------------------------------
Total shareholders' equity 6,566,996 6,107,249
-------------------------------
Total liabilities and shareholders' equity $ 17,128,816 $ 17,798,422
===============================
Note: The consolidated balance sheet at June 30, 2001 has been derived from the
audited consolidated financial statements at that date, as restated, but does
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See notes to condensed consolidated financial statements
3
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
December 31, December 31,
2001 2000 2001 2000
-----------------------------------------------------------------
Revenues, net $ 2,831,721 $ 2,937,395 $ 5,747,436 $ 5,897,360
-----------------------------------------------------------------
Costs and expenses:
Cost of goods sold 992,668 983,384 2,220,930 2,028,055
Research and development 132,483 87,577 255,270 198,641
Marketing, general and administrative 1,295,245 1,421,999 2,440,838 2,778,304
-----------------------------------------------------------------
Total costs and expenses 2,420,396 2,492,960 4,917,038 5,005,000
-----------------------------------------------------------------
Income from operations 411,325 444,435 830,398 892,360
-----------------------------------------------------------------
Other income and expenses:
Equity in net income (loss) of unconsolidated
joint venture 20,967 24,854 12,365 (29,968)
Interest income 466 10 1,356 2,929
Interest expense (177,330) (270,389) (384,372) (559,020)
-----------------------------------------------------------------
Total other income and expenses (155,897) (245,525) (370,651) (586,059)
-----------------------------------------------------------------
Net income $ 255,428 $ 198,910 $ 459,747 $ 306,301
=================================================================
Basic net income per share $ 0.078 $ 0.061 $ 0.140 $ 0.094
=================================================================
Diluted net income per share $ 0.077 $ 0.060 $ 0.139 $ 0.094
=================================================================
Weighted average shares - basic 3,292,184 3,242,184 3,292,184 3,242,184
=================================================================
Weighted average shares - diluted 3,318,740 3,302,017 3,318,740 3,268,384
=================================================================
See notes to condensed consolidated financial statements
4
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31,
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 459,747 $ 306,301
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation and amortization 101,012 516,239
Equity in net (income) loss of unconsolidated joint venture (12,365) 29,968
Change in operating assets and liabilities:
Accounts receivable, net 227,515 (635,094)
Inventory, net (50,916) (43,131)
Other current and long-term assets 131,534 97,498
Accounts payable, accrued and other liabilities 102,042 238,439
----------- -----------
Net cash provided from operating activities 958,570 510,220
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from (advances to) unconsolidated joint venture, net 206,611 (220,469)
License and distribution rights and goodwill -- (47,896)
Purchase of furniture and equipment (52,366) (95,181)
----------- -----------
Net cash provided from (used in) investing activities 154,245 (363,546)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Line of credit borrowing, net after loan amendment (326,009) 318,901
Principal payments on term loan after loan amendment (700,000) (350,000)
Payments of financing fees (73,506) --
----------- -----------
Net cash provided from financing activities (1,099,515) (31,099)
----------- -----------
Net increase in cash and cash equivalents 13,300 115,575
Cash and cash equivalents, beginning of period 80,830 177,106
----------- -----------
Cash and cash equivalents, end of period $ 94,130 $ 292,681
=========== ===========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid during the six-month period $ 397,305 $ 453,581
=========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITY:
Deposit on furniture and equipment reclassed from other assets $ -- $ 105,044
=========== ===========
See notes to condensed consolidated financial statements
5
ESCALON MEDICAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of Escalon Medical Corp. and its subsidiaries Sonomed, Inc. ("Sonomed"), Escalon
Vascular Access, Inc. ("Vascular"), Escalon Digital Vision, Inc. ("Digital") and
Escalon Pharmaceutical, Inc. (jointly referred to as "Escalon" or the "Company")
have been prepared in accordance with the rules and regulations of the United
States Securities and Exchange Commission (the "SEC"). 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 interim periods are not indicative of the
results that may be expected for the fiscal year ending June 30, 2002.
For more complete financial information, the accompanying condensed
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended June 30, 2001 included in the Company's
annual report on Form 10-K.
2. NEW PRONOUNCEMENT
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." The objectives of SFAS 144 are to address significant issues
relating to the implementation of FASB Statement No. 121 ("SFAS 121"),
Accounting for the Impairment of Long-Lived Assets to be Disposed Of, and to
develop a single accounting model, based on the framework established in SFAS
121, for long-lived assets to be disposed of by sale, whether previously held
and used or newly acquired. SFAS 144 is effective for financial statements
beginning after December 15, 2001 and, generally, its provisions are to be
applied prospectively.
In January 2002, the SEC issued an interpretive release on disclosure
related to liquidity and capital resources, including off-balance sheet
arrangements. The Company does not have material off-balance sheet arrangements
or related party transactions and is not aware of factors that are reasonable
likely to adversely affect liquidity trends, other than those risk factors
presented in other Company filings.
3. PER SHARE INFORMATION
The Company follows Financial Accounting Standards Board Statement No.
128, "Earnings Per Share," in presenting basic and diluted earnings per share.
The following table sets forth the computation of basic and diluted earnings per
share:
6
Three Months Ended Six Months Ended
December 31, December 31,
2001 2000 2001 2000
---------- ---------- ---------- ----------
Numerator:
Numerator for basic and diluted earnings per share:
Net income $ 255,428 $ 198,910 $ 459,747 $ 306,301
---------- ---------- ---------- ----------
Denominator:
Denominator for basic earnings per
share - weighted average shares 3,292,184 3,242,184 3,292,184 3,242,184
Effect of dilutive securities:
Employee stock options 26,556 59,833 26,556 26,200
---------- ---------- ---------- ----------
Denominator for diluted earnings
per share - weighted average and assumed conversion 3,318,740 3,302,017 3,318,740 3,268,384
========== ========== ========== ==========
Basic earnings per share $ 0.078 $ 0.061 $ 0.140 $ 0.094
========== ========== ========== ==========
Diluted earnings per share $ 0.077 $ 0.060 $ 0.139 $ 0.094
========== ========== ========== ==========
4. INVENTORIES
Inventories, stated at the lower of cost (determined on a first-in,
first-out basis) or market, consisted of the following:
December 31, June 30,
2001 2001
----------- -----------
Raw materials / work in process $ 1,326,369 $ 1,288,664
Finished goods 326,536 313,325
----------- -----------
1,652,905 1,601,989
Valuation allowance (102,168) (102,168)
----------- -----------
$ 1,550,737 $ 1,499,821
=========== ===========
5. GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with SFAS No. 142, effective July 1, 2001, Escalon
discontinued the amortization of goodwill and identifiable intangible assets
that have indefinite lives. Intangible assets that have finite lives will
continue to be amortized over their useful lives. Goodwill will be assessed
annually for impairment. The standard required this impairment assessment to be
completed by December 31, 2001. In November 2001, the Company engaged an
independent professional appraiser to assist management in evaluating whether
the intangible assets were impaired and to review the allocation of intangible
assets related to the purchase of Sonomed as of the January 2000 acquisition
date, when the purchase price was allocated based on information available at
that time. The independent appraisal concluded in December 2001, that the
intangible assets acquired with the purchase of Sonomed should be allocated as
$10,547,488 to goodwill and $665,000 to trademarks and trade names. In light of
the independent appraisal, management has determined that the original
classification was incorrect, and therefore should be
7
restated to that of the independent appraisal. The result of this correction is
solely a reclassification of the intangible assets among customer lists,
trademarks and trade names and goodwill. The total reported value of these
intangible assets has not changed. Therefore, this correction had no affect on
reported earnings, net worth or cash flows for any prior fiscal years.
As noted, the Company engaged an independent professional appraiser to
test for impairment goodwill and other non-amortizable intangible assets in the
Sonomed and Vascular business units. The appraiser concluded that the carrying
value of goodwill and other intangible assets did not exceed their fair values
and therefore were not impaired. The Company evaluated the carrying value of
goodwill as compared to its fair value in the Medical / Trek business unit and
concluded that its carrying value did not exceed its fair value and therefore
was not impaired. The Company made this conclusion after evaluating the
discounted cash flow of the Medical / Trek business unit.
Goodwill as of December 2001, as allocated by reportable segment is as
follows:
Goodwill
-----------
Sonomed $ 9,525,550
Vascular 941,218
Medical / Trek 125,027
-----------
$10,591,795
===========
There were no material changes in the carrying value of goodwill during
the six months ended December 31, 2001.
Intangible assets as of December 31, 2001 comprise:
Gross Carrying Accumulated
Amount Amortization
-------------- ------------
Amortizable intangible assets $ 721,583 $ 282,304
Non-amortizable intangible assets 665,000 63,194
----------- ----------
Total identifiable intangible assets $1,386,583 $ 345,498
=========== ==========
Amortizable intangible assets consist principally of patents and
license and distribution rights. Non-amortizable intangible assets consist
principally of trademarks and trade names. The amortization of intangible assets
for the six months ended December 31, 2001 was $27,607.
The adjustment of previously reported net income and earnings per share
primarily represents previous amortization of goodwill, trademarks and trade
names and customer lists. The impact on net income, basic net earnings per share
and diluted net earnings per share for the six months ended December 31, 2000 is
$432,264, $0.133 per share and $0.132 per share, respectively. Adjusted net
income, basic net earnings per share and diluted earnings per share for the six
months ended December 31, 2000 is $738,565, $0.228 per share and $0.226 per
share, respectively.
The Company's intangible assets were tested for impairment by an
independent appraiser in December 2001 as required by SFAS 142, at which time it
was determined that none of the assets were impaired.
8
6. PNC BANK, N.A. LINE OF CREDIT AND LONG-TERM DEBT
On January 14, 2000, Escalon replaced its $2,000,000 credit facility
obtained in January 1999. PNC Bank, N.A. granted a new $12,000,000 credit
facility to assist with the Sonomed acquisition. This included a $7,000,000
five-year term loan, a $5,000,000 line of credit and the release of the
requirement to maintain a $1,000,000 certificate of deposit with PNC Bank, N.A.
The interest rate on the term loan was based on prime plus 1.0% and the line of
credit was based on prime plus 0.75%. Interest rate cap agreements are used to
reduce the potential impact of increases in interest rates on the floating-rate
term loan and line of credit loan and line of credit. At December 31, 2001,
Escalon was party to interest rate cap agreements covering the term loan through
January 1, 2003 and $3,000,000 of the reducing line of credit through January 1,
2002. The agreements entitle the Company to receive from PNC Bank, N.A., the
counter-party to both agreements, on a monthly basis, the amounts, if any, by
which the Company's interest payments on the $3,000,000 protected portion of the
line of credit exceeds 9.0%. Payments are also due monthly from PNC Bank, N.A.
if the interest rate on the term loan exceeds 9.5% for the period January 1,
2001 through January 1, 2002 and 10.0% for the period January 1, 2002 through
January 1, 2003. Escalon paid $100,000 in finance fees that offset the
outstanding balance of the term loan and are being amortized over the term of
the loans using the effective interest method. Escalon paid $122,800 in interest
rate cap protection fees that also offset the outstanding balance of the loans.
These fees are being amortized over the term of the loans using the effective
interest method.
On November 28, 2001, Escalon amended its loan agreement with PNC Bank,
N.A. The amendment included converting the existing balances on the term loan
and the line of credit into a $7,900,000 term loan and $2,000,000 available line
of credit. The aggregate balance of debt outstanding did not change as a result
of this refinancing. As of December 31, 2001, the amount outstanding against
this line of credit is $1,300,000. Principal payments due on the term loan have
been amended such that the balance is due within the five-year term of the
original agreement including a $2,000,000 balloon payment due on June 30, 2004.
Interest rates on the term loan and line of credit have been increased to prime
plus 1.75% and prime plus 1.50%, respectively. At December 31, 2001, the
interest rates applicable to the term loan and the line of credit were 6.50% and
6.25%, respectively. PNC Bank, N.A.'s prime rate as of December 31, 2001 was
4.75%. In connection with the amended agreement, Escalon issued to PNC Bank,
N.A. warrants to purchase 60,000 shares of the Company's Common Stock at an
exercise price of $3.66 per share. The warrants were valued at $4,800 using the
Black-Sholes option pricing method with the following assumptions: risk-free
interest rate of 5.0%, expected volatility of .18, expected warrant life of 42
months from vesting and an expected dividend rate of 0.0%. The Company also paid
a $50,000 facility fee upon execution of the loan agreement. Commencing March 1,
2002, the Company will pay a 1.0% facility fee payable quarterly calculated
based on the aggregate principal amount outstanding under the line of credit and
the term loan on January 1 of each year until June 30, 2004. All of the
Company's assets collateralize these agreements.
The term loan and the line of credit contain various covenants among
which is a requirement to maintain a defined ratio of earnings before interest,
taxes, depreciation and amortization ("EBITDA") to debt. Escalon did not achieve
the EBITDA to debt ratio resulting in a technical default under the loan
agreements. PNC Bank, N.A. has waived this requirement of the agreement as of
December 31, 2001, and for the period ending January 1, 2003.
7. LITIGATION
As previously reported in reports filed with the SEC, 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 to which the Company is no
longer a party). 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
9
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 Escalon 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.
In an effort to curtail its legal expenses related with this
litigation, while continuing to deny any wrongdoing, the Company has reached an
agreement, subject to final court approval, to settle this action on its behalf
and on behalf of its former and present officers and directors, for $500,000.
The Company's directors and officers insurance carrier has agreed to fund a
significant portion of the settlement amount. Both the Company and the insurance
carrier have deposited such funds in an escrow account.
On November 8, 2001, Escalon Digital Vision, Inc., a wholly owned
subsidiary of the Company, initiated an action against MegaVision, Inc., Ken
Boydston, Mark Maio and Ophthalmic Imaging Services, Inc. in the United States
District Court for the Eastern District of Pennsylvania seeking damages and
equitable relief for disputes arising between the parties and arising from the
operations of Escalon Medical Imaging, LLC. Escalon Medical Imaging, LLC is a
joint venture between Escalon Digital Vision, Inc. and MegaVision, Inc. The
action was docketed as Escalon Medical Imaging, LLC and Escalon Digital Vision,
Inc. v. MegaVision, Inc., Ken Boydston, Ophthalmic Imaging Systems and Mark
Maio, Civil Action No.: 01-CV-5669 ("Lawsuit"). Without admitting liability,
fault or wrongdoing and to provide an amicable resolution to the dispute,
Escalon Digital Vision, Inc., Escalon Medical Imaging, LLC, MegaVision, Inc. and
Ken Boydston have executed an agreement to settle the Lawsuit. Pursuant to the
aforementioned settlement agreement, Escalon Medical Imaging, LLC shall continue
operations. When the joint venture terminates, Escalon Digital Vision, Inc. will
continue to market, distribute and support the CFA camera system under the name
of Escalon Medical Imaging. Without admitting liability, fault, or wrongdoing
and in order to avoid the time and expense of the Lawsuit, Escalon Digital
Vision, Inc., Escalon Medical Imaging, LLC and Mark Maio anticipate executing a
settlement agreement and mutual release to settle the Lawsuit. The Company does
not anticipate the settlement having a material financial impact.
8. REVENUE, NET
Revenue, net includes quarterly payments earned in connection with the
sale of Adatosil(R) 5000 Silicone Oil ("Silicone Oil") product line. For the
three-month and six-month periods ended December 31, 2001, this revenue totaled
$418,000 and $863,000, respectively. This revenue totaled $559,000 for the
three-month period ended December 31, 2000 and totaled $905,000 for the period
beginning on the commencement date of August 11, 2000 through December 31, 2000.
The Company is entitled to receive additional consideration, in varying amounts,
through fiscal 2005. Included in accounts receivable as of December 31, 2001 and
June 30, 2001 was $418,000 and $726,000, respectively.
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 general business strategy, the introduction of new products, the
potential market and uses for the Company's products, expansion plans, the
Company's plans to file applications with the Food and Drug Administration (the
"FDA"), the development of joint venture opportunities, the effects of
competition on the structure of the markets in which the Company competes,
defending itself in litigation matters, operating performance and liquidity, 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
10
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 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 of the Company to differ
materially from those expressed in or implied by those forward-looking
statements - include, without limitation, the following: (i) the competitive
nature of the industries in which the Company competes and the ability of the
Company to (a) successfully maintain existing strategic relationships and (b)
negotiate and enter into new strategic relationships and otherwise distinguish
its products from those of other companies on the basis of quality, value and
reliability; (ii) economic and regulatory conditions which could adversely
affect sales of the Company's products, including uncertainty of FDA approval
for any new applications; (iii) the ability of the Company to successfully
develop and market new products; (iv) 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); (v)
concentration of revenues from a single customer over which the Company has no
control, the absence of which could have a materially adverse impact on the
Company's financial position; (vi) the ability of the Company to service its
debt; (vii) uncertain protection of important proprietary technology; (viii) the
outcome and settlement of litigation matters; (ix) limitation on third-party
reimbursement and the possible adverse impact of health care reform on the
payment of health care services; (x) dependence on key personnel; and (xi) the
ability of the Company to maintain its listing on the Nasdaq SmallCap Market.
OVERVIEW
The following discussion should be read in conjunction with the interim
condensed consolidated financial statements and the notes thereto which are set
forth elsewhere in this report on Form 10-Q.
Escalon Medical Corp. was incorporated in California in 1987 as
Intelligent Surgical Lasers, Inc. Escalon's present name was adopted in August
1996. Escalon reincorporated in Delaware in November 1999, and then
reincorporated in Pennsylvania in November 2001. The Company operates in the
healthcare market, specializing in the development, manufacture, marketing and
distribution of ophthalmic medical devices, pharmaceuticals and vascular access
devices.
In February 1996, the Company acquired substantially all of the assets
and certain liabilities of Escalon Ophthalmics, Inc. ("EOI"), a developer and
distributor of ophthalmic surgical products. Prior to this acquisition, the
Company devoted substantially all of its resources to the research and
development of ultrafast laser systems designed for the treatment of ophthalmic
disorders. As a result of the EOI acquisition, Escalon changed its market focus
and is no longer developing laser technology. In October 1997, the Company
licensed its intellectual laser properties to a newly formed company, IntraLase
Corporation ("IntraLase"), in return for an equity interest and future royalties
on product sales. IntraLase has responsibility of funding and developing the
laser technology through to commercialization.
To further diversify its product portfolio, in January 1999, the
Company's Vascular subsidiary acquired the vascular access product line from
Radiance Medical Systems, Inc. This was the first step in a plan of
diversification to acquire profitable niche medical products. Vascular's
products use Doppler technology to aid medical personnel in locating difficult
arteries and veins. Currently, this product line concentrates on the cardiac
catheterization market. In January 2000, the Company purchased Sonomed, a
privately held manufacturer of ophthalmic ultrasound diagnostic equipment. In
April 2000, the Company established Escalon Digital as a wholly owned
subsidiary. This subsidiary formed a joint venture, Escalon Medical Imaging, LLC
("Imaging") with MegaVision, Inc. ("MegaVision"), a privately held company, to
develop and market a digital camera back for ophthalmic photography.
11
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; (iii) general competitive and economic conditions of the
healthcare market; and (iv) availability from suppliers of component parts and
supplies.
RESULTS OF OPERATIONS
The Company operates in three reportable business segments: Sonomed,
Vascular and Medical / Trek. Sonomed develops, manufactures and markets
ultrasound systems used for diagnostic or biometric applications in
ophthalmology. Vascular develops, manufactures and markets vascular access
products. Medical / Trek develops, manufactures and distributes ophthalmic
surgical products.
ACCOUNTING CHANGES
There are two additional areas for which additional discussion is
provided: accounting for goodwill and intangible amortization.
Effective July 1, 2001, Escalon adopted FASB Statement No. 142,
Accounting for Goodwill and Other Intangible Assets.
FASB Statement No. 142 ("SFAS 142") eliminates the amortization of
goodwill and certain intangible assets. Rather, goodwill and intangibles not
subject to amortization will be tested for impairment at least annually by
comparing their fair values with their recorded amounts. The impact of adopting
these new requirements is discussed further in Note 5 of the Notes to the
Consolidated Financial Statements.
NEW PRONOUNCEMENT
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." The objectives of SFAS 144 are to address significant issues
relating to the implementation of FASB Statement No. 121 ("SFAS 121"),
Accounting for the Impairment of Long-Lived Assets to be Disposed Of, and to
develop a single accounting model, based on the framework established in SFAS
121, for long-lived assets to be disposed of by sale, whether previously held
and used or newly acquired. SFAS 144 is effective for financial statements
beginning after December 15, 2001 and, generally, its provisions are to be
applied prospectively.
In January 2002, the SEC issued an interpretive release on disclosure
related to liquidity and capital resources, including off-balance sheet
arrangements. The Company does not have material off-balance sheet arrangements
or related party transactions and is not aware of factors that are reasonable
likely to adversely affect liquidity trends, other than those risk factors
presented in other Company filings.
THREE AND SIX-MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000
Product revenues decreased $106,000, or 3.61%, to $2,832,000 for the
three-month period ended December 31, 2001 as compared to $2,937,000 for the
same period last fiscal year. Changes in product mix have resulted in revenues
in the Sonomed business unit decreasing by $59,000, or 3.81%, to $1,488,000.
Sonomed's percentage of sales to distributors during the three-month period
ended December 31, 2001 increased when compared to the same period last fiscal
year resulting in lower average sales price per unit as distributors are given a
discount from list price. Revenues in the Vascular business unit increased by
$121,000, or 24.69%, to $611,000. During the second quarter of fiscal 2002,
Vascular's unit sales increased 8.80% from the same period last fiscal year. The
unit sales increase was complemented by increases in the average unit sales
prices of all of Vascular's needle products, due to the Company's strategy of
eliminating under performing distributors. Revenues in the Medical / Trek
business unit
12
decreased $168,000, or 18.67%, to 733,000. The decrease was largely due to a
$141,000 decrease in revenue earned from Bausch and Lomb in connection with
Silicone Oil. Sales of the Company's ISPAN(TM) gas product and certain OEM
products also decreased by $27,000.
Product revenues decreased $150,000, or 2.54%, to $5,747,000 for the
six-month period ended December 31, 2001 as compared to $5,897,000 for the same
period last fiscal year. Changes in product mix have resulted in revenues in the
Sonomed business unit decreasing by $68,000, or 2.21%, to $3,015,000. Sonomed's
percentage of sales to distributors during the six-month period ended December
31, 2001 increased when compared to the same period last fiscal year resulting
in lower average sales price per unit as distributors are given a discount from
list price. Revenues in the Vascular business unit increased by $283,000, or
28.73%, to $1,269,000. Vascular's unit sales increased 13.40% for the six-month
period ended December 31, 2001 as compared to the same period last fiscal year.
The unit sales increase was complemented by increases in the average unit sales
prices of all of Vascular's needle products, due to the Company's strategy of
eliminating underperforming distributors. Revenues in the Medical / Trek
business unit decreased $365,000, or 19.96%, to $1,464,000. The decrease was
largely due to declines in the Company's ISPAN(TM) gas product and certain OEM
products. Escalon experienced a temporary increase in the sales of its ISPAN(TM)
gas product due to the fulfillment of customers' backorders during the
three-month period ended September 30, 2000. Revenue earned from Bausch & Lomb
in connection with Silicone Oil decreased $42,000 during the six-month period
ended December 31, 2001 as compared to the same period last fiscal year.
Cost of goods sold totaled $993,000, or 35.06% of net revenue for the
three-month period ended December 31, 2001, as compared to $983,000, or 33.47%
of net revenue for the same period last fiscal year. Cost of goods sold in the
Sonomed business totaled $635,000, or 42.67% of net revenue for the three-month
period ended December 31, 2001, as compared to $626,000, or 40.47% of net
revenue for the same period last fiscal year. Cost of goods sold in the Vascular
business unit totaled $161,000, or 26.35% of net revenue for the period ended
December 31, 2001, as compared to $221,000 or 45.10% of net revenue for the same
period last fiscal year. Average sales price per unit has increased during the
three-month period ended December 31, 2001 as compared to the same period last
fiscal year. Also, the Company experienced an atypically high volume of returns
during the three-month period ended December 31, 2000 as a result of the
termination of certain under performing distributors which temporarily increased
cost of goods sold as a percentage of net revenues. These two factors in
conjunction largely explain the decrease in cost of goods sold as a percentage
of net revenue when comparing the three-month period ended December 31, 2001 to
the same period last fiscal year. Cost of goods sold in the Medical / Trek
business unit totaled $197,000, or 26.91% of net revenue for the three-month
period ended December 31, 2001, as compared to $136,000, or 15.11% of net
revenue for the same period last fiscal year. The increase of cost of goods sold
as a percentage of net revenue in the Medical / Trek business is primarily due
to the $141,000 decrease in revenues received from Bausch & Lomb related to
Silicone Oil. The Silicone Oil revenue does not have any costs associated with
the revenue. When Silicone Oil revenue is excluded, cost of goods sold, as a
percentage of revenue was 62.54% for the three-month period ended December 31,
2001, as compared to 39.77% for the same period last fiscal year. This increase
is attributed to product mix and increased material costs.
Cost of goods sold totaled $2,221,000, or 38.65% of net revenue for the
six-month period ended December 31, 2001, as compared to $2,028,000, or 34.39%
of net revenue for the same period last fiscal year. Cost of goods sold in the
Sonomed business totaled $1,348,000, or 44.71% of net revenue for the six-month
period ended December 31, 2001, as compared to $1,121,000, or 36.36% of net
revenue for the same period last fiscal year. This increase relates to lower net
revenue per unit as well as a shift toward more expensive units being produced.
Cost of goods sold in the Vascular business unit totaled $505,000, or 39.80% of
net revenue for the six-month period ended December 31, 2001 as compared to
$456,000, or 46.29% of net revenue for the same period last fiscal year. This
decrease is largely due to increases in average unit sales prices across the
needle product line. Cost of good sold in the Medical / Trek business unit
totaled $368,000, or 25.14% of net revenue for the six-month period ended
December 31, 2001 as compared to $451,000, or 24.66% of net revenue for the same
period last fiscal year. When Silicone Oil
13
revenue is excluded, cost of goods sold, as a percentage of revenue was 61.23%
for the six-month period ended December 31, 2001 as compared to 48.81% for the
same period last fiscal year. The Silicone Oil revenue does not have any costs
associated with the revenue. This increase is attributed to product mix and
increased material costs.
Marketing, general and administrative expenses decreased $127,000, or
8.93%, for the three-month period ended December 31, 2001 as compared to the
same period last fiscal year. In the Sonomed business unit, marketing, general
and administrative expenses decreased $222,000, or 40.14%. Depreciation and
amortization expenses decreased $190,000 largely due to the application of SFAS
142; sales commissions decreased $23,000 and advertising decreased $16,000.
Salaries increased $33,000 primarily due to the addition of a domestic
salesperson and a salesperson for South America. Marketing, general and
administrative expenses in the Vascular business unit decreased by $21,000, or
7.75%. Depreciation and amortization expenses decreased $21,000 largely due to
the application of SFAS 142. Salaries increased $42,000 and consulting decreased
$35,000 primarily due to the addition of a sales and marketing manager.
Marketing, general and administrative expenses in the Medical / Trek business
unit increased $115,000, or 19.33%. The main factors leading to this increase
were a $97,000 increase in legal fees and a $44,000 increase in salaries related
to the addition of a corporate attorney and increases in management salaries.
These increases are offset by a $23,000 decrease in commissions expense related
to the termination of contracts with distributors as well as a $16,000 decrease
in advertising expense.
Marketing, general and administrative expenses decreased $337,000, or
12.13%, for the six-month period ended December 31, 2001 as compared to the same
period last fiscal year. In the Sonomed business unit, marketing, general and
administrative expenses decreased $348,000 largely due to the application of
SFAS 142; sales commissions decreased $17,000 and advertising decreased $20,000.
Salaries increased $81,000 primarily due to the addition of a domestic
salesperson and a salesperson for South America. In the Vascular business unit,
marketing, general and administrative expenses decreased by $74,000, or 13.48%.
Depreciation and amortization expenses decreased $42,000 largely due to the
application of SFAS 142. Salaries increased $38,000 and consulting decreased
$63,000 primarily due to the addition of a sales and marketing manager.
Marketing, general and administrative expenses in the Medical / Trek business
unit increased $81,000, or 6.56%. The main factors leading to this increase were
a $98,000 increase in legal fees and a $91,000 increase in salaries related to
the addition of a corporate attorney and increases in management salaries. The
increase in legal fees was primarily due to the amendment of the Company's loans
with PNC Bank, N.A., required filings with the SEC relating to the
reincorporation into Delaware and the issuance of shares to Radiance Medical
Systems, Inc., and the litigation discussed in footnote seven. These increases
were offset by a $50,000 decrease in bonuses, a $37,000 decrease in commissions
expense related to the termination of contracts with distributors, a $20,000
decrease in investor relations expense and a $16,000 decrease in advertising.
Research and development expenses increased $44,000, or 50.00%, for the
three-month period ended December 31, 2001 as compared to the same period last
fiscal year. In the Sonomed business unit, research and development expenses
increased $43,000, largely due to a $32,000 increase in salaries due to
increased headcount. Research and development expenses in the Vascular and
Medical / Trek business segments was relatively unchanged.
Research and development expenses increased $57,000, or 28.64%, for the
six-month period ended December 31, 2001 as compared to the same period last
fiscal year. In the Sonomed business unit, research and development expenses
increased $50,000. This increase is primarily due to a $39,000 increase in
salaries due to increased headcount and a $12,000 increase in CE marking
expenses, as the Company gained approval for certain products in the European
marketplace. Research and development expenses in the Vascular and Medical /
Trek business segments was relatively unchanged.
On December 18, 2000, the Company announced that it was granted 510(K)
clearance to begin marketing its high-end digital camera system for
ophthalmologists known as the CFA Digital Imaging System. The system is marketed
through the Company's joint venture with MegaVision. As a result of the
14
approval, the joint venture began selling the product in December 2000. Escalon
recognized net income of $21,000 and $25,000 for the three-month periods ended
December 2001 and 2000, respectively. Escalon recognized a $12,000 net income
for the six-month period ended December 31, 2001 and a $30,000 net loss for the
same period last fiscal year.
Interest income remained relatively unchanged for the three-month
period ended December 31, 2001 as compared to the same period last fiscal year.
Interest income decreased $1,500 for the six-month period ended December 31,
2001 as compared to the same period last fiscal year. This decrease resulted
from the decrease in cash and cash equivalents available for investment and also
due to falling interest rates.
Interest expense decreased by $93,000 for the three-month period ended
December 31, 2001 as compared to the same period last fiscal year and by
$175,000 for the six-month period ended December 31, 2001 as compared to the
same period last fiscal year. These decreases resulted from lower average
balances in Escalon's term loan and line of credit with PNC Bank, N.A, and from
decreases in the floating interest rates applicable to the term loan and line of
credit.
There is no provision or credit for federal or state income taxes for
the periods presented as a result of utilization of net operating loss
carryforwards and related changes in the deferred valuation allowance.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2001, Escalon had cash and cash equivalents of $94,000
as compared to $81,000 at June 30, 2001, an increase of $13,000. This resulted
primarily from increases in cash of $876,000 provided by operating activities
and $215,000 proceeds from the joint venture, offset by $1,026,000 used to pay
down the term loan and line of credit and equipment purchases of $52,000.
On January 14, 2000, Escalon replaced its $2,000,000 credit facility
obtained in January 1999. PNC Bank, N.A. granted a new $12,000,000 credit
facility to assist with the Sonomed acquisition. This included a $7,000,000
five-year term loan, a $5,000,000 line of credit and the release of the
requirement to maintain a $1,000,000 certificate of deposit with PNC Bank, N.A.
The interest rate on the term loan was based on prime plus 1.0% and the line of
credit was based on prime plus 0.75%. Interest rate cap agreements are used to
reduce the potential impact of increases in interest rates on the floating-rate
term loan and line of credit loan and line of credit. At December 31, 2001,
Escalon was party to interest rate cap agreements covering the term loan through
January 1, 2003 and $3,000,000 of the reducing line of credit through January 1,
2002. The agreements entitle the Company to receive from PNC Bank, N.A., the
counter-party to both agreements, on a monthly basis, the amounts, if any, by
which the Company's interest payments on the $3,000,000 protected portion of the
line of credit exceeds 9.0%. Payments are also due monthly from PNC Bank, N.A.
if the interest rate on the term loan exceeds 9.5% for the period January 1,
2001 through January 1, 2002 and 10.0% for the period January 1, 2002 through
January 1, 2003. Escalon paid $100,000 in finance fees that offset the
outstanding balance of the term loan and are being amortized over the term of
the loans using the effective interest method. Escalon paid $122,800 in interest
rate cap protection fees that also offset the outstanding balance of the loans.
These fees are being amortized over the term of the loans using the effective
interest method.
On November 28, 2001, Escalon amended its loan agreement with PNC Bank,
N.A. The amendment included converting the existing balances on the term loan
and the line of credit into a $7,900,000 term loan and $2,000,000 available line
of credit. The aggregate balance of debt outstanding did not change as a result
of this refinancing. As of December 31, 2001, the amount outstanding against
this line of credit is $1,300,000. Principal payments due on the term loan have
been amended such that the balance is due within the five-year term of the
original agreement including a $2,000,000 balloon payment due on June 30, 2004.
Interest rates on the term loan and line of credit have been increased to prime
plus 1.75% and prime plus 1.50%, respectively. At December 31, 2001, the
interest rates applicable to the term
15
loan and the line of credit were 6.50% and 6.25%, respectively. PNC Bank, N.A.'s
prime rate as of December 31, 2001 was 4.75%. In connection with the amended
agreement, Escalon issued to PNC Bank, N.A. warrants to purchase 60,000 shares
of the Company's Common Stock at an exercise price of $3.66 per share. The
warrants were valued at $4,800 using the Black-Sholes option pricing method with
the following assumptions: risk-free interest rate of 5.0%, expected volatility
of .18, expected warrant life of 42 months from vesting and an expected dividend
rate of 0.0%. The Company also paid a $50,000 facility fee upon execution of the
loan agreement. Commencing March 1, 2002, the Company will pay a 1.0% facility
fee payable quarterly calculated based on the aggregate principal amount
outstanding under the line of credit and the term loan on January 1 of each year
until June 30, 2004. All of the Company's assets collateralize these agreements.
The term loan and the line of credit contain various covenants among
which is a requirement to maintain a defined ratio of earnings before interest,
taxes, depreciation and amortization ("EBITDA") to debt. Escalon did not achieve
the EBITDA to debt ratio resulting in a technical default under the loan
agreements. PNC Bank, N.A. has waived this requirement of the agreement as of
December 31, 2001, and for the period ending January 1, 2003.
On January 21, 1999, the Company's Vascular subsidiary and Radiance
Medical Systems, Inc. ("Radiance") entered into an Assets Sale and Purchase
Agreement. Pursuant to this agreement, Escalon acquired for cash the assets of
Radiance's vascular access business, and also agreed to pay royalties based on
future sales of the products of the vascular access business for a period of
five years following the close of the sale, with a guaranteed minimum royalty of
$300,000 per year. On February 28, 2001, the parties amended the agreement to
provide an adjustment in the terms of the payment of the royalties. Pursuant to
the amendments Escalon paid $17,558 in cash to Radiance, delivered a short-term
note in the amount of $64,884, an additional note in the amount of $717,558 and
has issued 50,000 shares of Escalon Common Stock to Radiance.
Escalon anticipates that the cash generated from future product sales
and cash received from the Silicone Oil divestment should be adequate to satisfy
its capital requirements, based on the current levels of operation. However, the
Company relies upon the revenues received from Bausch & Lomb, and any material
decrease in these revenues could have a materially adverse impact on the
Company's financial position. In the longer term, the Company will seek
corporate partnering, licensing and other financing opportunities to satisfy the
expenditures needed to fund its growth-through-acquisition strategy and to
service its debt.
The board of directors has authorized the repurchase of up to 500,000
shares of the Company's Common Stock. The price, timing and manner of these
purchases will be made at the discretion of management. No purchases have been
made, nor are any currently expected to be made under this authority.
The Company's Common Stock is currently listed on the Nasdaq SmallCap
Market. In order to continue to be listed on the Nasdaq SmallCap Market, certain
listing requirements must be met. As of December 31, Escalon has complied with
such requirements. If Escalon's securities were delisted, an investor would find
it more difficult to dispose of them, or obtain accurate quotations as to the
market value of the Company's securities.
16
SEGMENTAL REPORTING
During the six-month periods ended December 31, 2001 and 2000,
Escalon's operations were classified into three principal reportable segments
that provide different products or services. Separate management of each segment
is required because each business segment is subject to different marketing,
production and technology strategies.
(all numbers in the table below are reported in thousands)
---------------------------------------------------------------------------------------------------------------
Sonomed Vascular Medical / Trek Other Total
---------------------------------------------------------------------------------------------------------------
2001 2000 2001 2000 2001 2000 2001 2000 2001 2000
---------------------------------------------------------------------------------------------------------------
Revenue, net $ 3,015 $ 3,083 $ 1,269 $ 985 $ 1,464 $ 1,829 $ -- $ -- $ 5,748 $ 5,897
Interest income
-- -- -- -- 1 3 -- -- 1 3
Interest expense
356 559 28 -- -- -- -- -- 384 559
Equity in income /
loss of
unconsolidated
joint venture
-- -- -- -- -- -- 12 (30) 12 (30)
Net profit (loss)
-- -- -- (25) 457 357 3 (26) 460 306
--------------------------------------------------------------------------------------------------------------
Depreciation and
amortization
8 377 22 63 62 68 9 8 101 516
Assets 12,153 12,123 2,511 2,652 1,876 2,180 588 843 17,128 17,798
Expenditures for
long-lived assets
26 7 -- 21 26 67 -- -- 52 95
--------------------------------------------------------------------------------------------------------------
During the six-month periods ended December 31, 2001 and 2000, Sonomed
derived its revenues from the sale of A-scans, B-scans and pachymeters. These
products are used for diagnostic or biometric applications in ophthalmology.
Vascular derived its revenues from the sale of PD Access(TM) and SmartNeedle(TM)
monitors, needles and catheter products. These products are used by medical
personnel to assist in gaining access to arteries and veins in difficult cases.
Medical / Trek derived its revenues from the sale of ISPAN(TM) gas products,
various disposable ophthalmic surgical products and revenues derived from Bausch
& Lomb's sales of Silicone Oil.
During the six-month periods ended December 31, 2001 and 2000, the
Company had one customer, Bausch & Lomb, from which greater than 10% of
consolidated net revenues were derived. Revenues from Bausch & Lomb were
$1,011,000, or 17.59% of consolidated net revenues during the six-month period
ended December 31, 2001, and were $1,199,000, or 20.33% of consolidated revenues
during the same period last fiscal year. This revenue is recorded in the Medical
/ Trek business segment. Of the external revenues reported above $1,070,000,
$91,000 and $23,000 were derived internationally in Sonomed, Vascular and
Medical / Trek, respectively, during the six-month period ended December 31,
2001. $1,048,000, $90,000 and $46,000 were derived internationally in Sonomed,
Vascular and Medical / Trek, respectively, during the six-month period ended
December 31, 2000.
Refer to the Results of Operations section of Management's Discussion
and Analysis of Financial Condition and Results of Operations included in this
Form 10-Q for analysis between the fiscal 2002 information disclosed here and
the comparative results from fiscal 2001.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
The table below provides information about Escalon's financial
instruments, consisting primarily of debt obligations that are sensitive to
changes in interest rates. For debt obligations, the table represents principal
cash flows and related interest rates by expected maturity dates. Interest rates
are based upon the prime rate at December 31, 2001 plus 1.75% on the term loan
and 1.50% on the line of credit. Interest rate cap agreements are used to reduce
the potential impact of increases on the floating-rate term loan and line of
credit. The Company is party to interest rate cap agreements covering the term
loan through January 1, 2003 and the line of credit through January 1, 2002. As
of December 31, 2001, the Company had $1,300,000 of its line of credit protected
under these agreements.
------------------------------------------------------------------------
Long-term debt classified as current as of December 31,
------------------------------------------------------------------------
2001 2002 2003 2004 Thereafter Total
------------------------------------------------------------------------
Term loan - no cap 1,700,000 2,350,000 3,500,000 -- -- 7,550,000
Interest rate - nocap 6.50% 6.50% 6.50% -- --
Line of credit - capped 1,300,000 -- -- -- -- 1,300,000
Interest rate - capped 6.25% -- -- -- --
Radiance Note (1) 65,000 -- -- -- -- 65,000
Interest rate 5.75% -- -- -- --
Radiance Note (2) 196,000 261,000 261,000 -- -- 718,000
Interest rate 5.75% 5.75% 5.75% -- --
EXCHANGE RATE RISK
During the six-month periods ended December 31, 2001 and 2000,
approximately 20.60% and 20.08% of Escalon's consolidated net revenue was
derived from international sales. The price of all products sold overseas is
denominated in United States dollars and consequently incurs no exchange rate
risk.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Note 7 of the Notes to Condensed
Consolidated Financial Statements in Part I is incorporated herein by reference
thereto.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held on November 2, 2001. The
following matters were acted upon:
18
1. The following persons were elected as directors of the Company for the
next three years until their successors are elected and qualified.
Nominees for Director For Against Withheld
Fred G. Choate 2,845,604 138,060 0
Jeffrey F. O'Donnell 2,845,604 138,060 0
There were no broker held non-voted shares represented at the meeting
with respect to this matter.
2. The shareholders approved an amendment to the Company's 1999 Equity
Incentive Plan to increase the number of shares available under the
Plan from 435,000 to 635,000 shares of Common Stock.
For Against Abstain
619,687 155,377 19,974
There were 2,188,626 broker held non-voted shares represented at the
meeting with respect this matter.
3. The shareholders approved the reincorporation of the Company from
Delaware to Pennsylvania.
For Against Abstain
679,097 107,709 8,232
There were 2,983,664 broker held non-voted shares represented at the
meeting with respect this matter.
4. The shareholders ratified the appointment of Parente Randolph, LLC as
the Company's independent auditors for the fiscal year 2002.
For Against Abstain
2,892,093 85,700 5,841
There were no broker held non-voted shares represented at the meeting
with respect to this matter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Reports on Form 8-K
99.1 Registrant's restatement of classification of intangible assets
related to acquisition of Sonomed, Inc. filed on February 8, 2002.
19
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: February 14, 2002 By: /s/ Richard J. DePiano
--------------------
Richard J. DePiano
Chairman and
Chief Executive Officer
Date: February 14, 2002 By: /s/ Harry M. Rimmer
--------------------
Harry M. Rimmer
Senior Vice-President -
Finance
20