SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20459 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1999 COMMISSION FILE NUMBER 0-20970 VISION-SCIENCES, INC. --------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-3430173 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 9 STRATHMORE ROAD, NATICK, MA 01760 ----------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 650-9971 -------------- NONE ---- (Former name, former address, and former fiscal year if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of June 30, 1999. COMMON STOCK, PAR VALUE OF $.01 19,223,021 ------------------------------- ------------------- (Title of Class) (Number of Shares) VISION-SCIENCES, INC. TABLE OF CONTENTS Part I. Item 1. Financial Information PAGE ---- Consolidated Balance Sheets................................................................3 Consolidated Statements of Operations......................................................4 Consolidated Statement of Stockholders' Equity.............................................5 Consolidated Statements of Cash Flows......................................................6 Notes to Consolidated Financial Statements..............................................7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................................11-13 Item 3. Qualitative and Quantitative Disclosure about Market Risk.................................14 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K .........................................................15 Signature..........................................................................................16 2 VISION-SCIENCES, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, March 31, 1999 1999 --------------- -------------- ASSETS (AUDITED) Current Assets: Cash and cash equivalents ........................... $ 1,587,925 $ 2,224,863 Marketable securities ............................... 566,390 970,608 Accounts receivable, net of allowance for doubtful accounts of $133,000 and $130,000, respectively . 1,114,968 1,089,371 Inventories ......................................... 780,465 633,571 Prepaid expenses and deposits ....................... 81,837 98,692 ------------ ------------ Total current assets ............................ 4,131,585 5,017,105 ------------ ------------ Property and Equipment, at cost: Machinery and equipment ............................. 2,781,639 2,741,919 Furniture and fixtures .............................. 199,070 199,070 Motor vehicles ...................................... 23,956 23,956 Leasehold improvements .............................. 308,054 279,642 ------------ ------------ 3,312,719 3,244,587 Less-Accumulated depreciation and amortization ...... 2,669,082 2,561,713 ------------ ------------ 643,637 682,874 ------------ ------------ Equity investment in 3DV Systems, Ltd. ................... 1,462,900 2,053,900 Other Assets, net of accumulated amortization of $17,000 and $22,000, respectively ........................... 113,439 128,457 ------------ ------------ Total assets .................................... $ 6,351,561 $ 7,882,336 ------------ ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Acceptances payable to a bank ....................... $ 86,406 $ 32,333 Accounts payable .................................... 636,646 452,378 Accrued expenses .................................... 1,709,645 1,601,977 Deferred development fee ............................ 180,821 345,821 ------------ ------------ Total current liabilities ....................... 2,613,518 2,432,509 ------------ ------------ Stockholders' Equity: Common stock, $.01 par value-- Authorized--25,000,000 shares Issued and outstanding--19,223,021 shares at June 30, 1999 and 19,212,021 shares at at March 31, 1999 ............................... 192,229 192,119 Additional paid-in capital .......................... 51,843,761 51,830,808 Accumulated deficit ................................. (48,297,947) (46,573,100) ------------ ------------ Total stockholders' equity ...................... 3,738,043 5,449,827 ------------ ------------ Total liabilities and stockholders' equity ...... $ 6,351,561 $ 7,882,336 ------------ ------------ ------------ ------------ See accompanying notes to consolidated financial statements. 3 VISION-SCIENCES, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, ----------------------------------- 1999 1998 -------------- ------------- Net sales................................ $ 1,501,173 $ 1,876,735 Cost of sales............................ 1,289,142 1,564,922 ------------------ ------------------ Gross profit............................. 212,031 311,813 Selling, general and administrative expenses................................. 830,399 689,962 Research and development expenses........ 51,090 52,528 ------------------ ------------------ Loss from operations..................... (669,458) (430,677) Interest income.......................... 34,175 35,481 Other income (expense), net.............. (1,089,564) 1,233 ------------------ ------------------ Net loss................................. $ (1,724,847) $ (393,963) ------------------ ------------------ Basic and diluted net loss per common share $ (0.09) $ (0.02) ------------------ ------------------ ------------------ ------------------ Shares used in computing basic and diluted net loss per common share 19,212,746 16,648,525 ------------------ ------------------ ------------------ ------------------ See accompanying notes to consolidated financial statements. 4 VISION-SCIENCES, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) Common Stock -------------------------------- Additional Total Number $.01 Paid-in- Accumulated Stockholders' of Shares Par Value Capital Deficit Equity ------------- ------------- ------------ ------------- ------------ Balance, March 31, 1999 (audited) 19,212,021 $ 192,119 $51,830,808 $(46,573,100) $ 5,449,827 Exercise of stock options 11,000 110 12,953 - 13,063 Net loss - - - (1,724,847) (1,724,847) ------------- ------------- ------------ ------------- ------------ Balance, June 30, 1999 19,223,021 $ 192,229 $51,843,761 $(48,297,947) $ 3,738,043 ------------- ------------- ------------ ------------- ------------ ------------- ------------- ------------ ------------- ------------ See accompanying notes to consolidated financial statements. 5 VISION-SCIENCES, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended Three Months Ended JUNE 30, 1999 JUNE 30, 1998 ------------- ------------- Cash flows from operating activities: Net loss........................................................ $ (1,724,847) $ (393,963) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization................................. 108,954 103,038 Equity in losses of 3DV Systems, Ltd.......................... 1,091,000 -- Changes in assets and liabilities: Accounts receivable......................................... (25,597) 216,118 Inventories................................................. (146,894) (31,865) Prepaid expenses and deposits............................... 16,855 2,928 Accounts payable............................................ 184,268 224,927 Accrued expenses............................................ 107,668 (34,876) Deferred development fee.................................... (165,000) -- ----------- ----------- Net cash provided by (used for) operating activities...... (553,593) 86,307 ----------- ----------- Cash flows provided by (used for) investing activities Decrease in marketable securities............................... 404,218 993,146 Purchase of property and equipment.............................. (68,132) (1,537) Investment in equity of 3DV Systems, Ltd......................... (500,000) (500,000) Decrease in other assets........................................ 13,433 6,073 ----------- ----------- Net cash used for investing activities.................... (150,481) 497,682 ----------- ----------- Cash flows provided by financing activities: Proceed from (payments of) acceptances payable to a bank........ 54,073 (42,330) Exercise of Stock Options....................................... 13,063 21,316 ----------- ----------- Net cash provided by financing activities................. 67,136 (21,014) ----------- ----------- Net increase (decrease) in cash and cash equivalents................. (636,938) 562,975 Cash and cash equivalents, beginning of period....................... 2,224,863 1,897,905 ----------- ----------- Cash and cash equivalents, end of period............................. $ 1,587,925 $ 2,460,880 ----------- ----------- ----------- ----------- See accompanying notes to consolidated financial statements. 6 VISION-SCIENCES, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The unaudited consolidated financial statements included herein have been prepared by the Company in accordance with generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include, in the opinion of management, all adjustments (consisting only of normal and recurring adjustments) that the Company considers necessary for a fair presentation of such information. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. The Company believes, however, that its disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's latest annual report to stockholders. The results for the interim periods presented are not necessarily indicative of results to be expected for the full fiscal year. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain accounting policies described below: a. PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. b. CASH EQUIVALENTS: Cash equivalents are carried at amortized cost, which approximates market value. Cash equivalents are short-term, highly liquid investments with original maturities of less than three months. c. INVENTORIES: Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) method and consist of the following: June 30, March 31, 1999 1999 ----------------- ----------------- (audited) Raw materials................................................. $ 222,106 $ 169,653 Work-in-process............................................... 186,752 186,806 Finished goods................................................ 371,607 277,112 --------- --------- $ 780,465 $ 633,571 --------- --------- --------- --------- Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. 7 VISION-SCIENCES, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) d. DEPRECIATION AND AMORTIZATION: The Company provides for depreciation and amortization using the straight-line method in amounts that allocate the cost of the assets to operations over their estimated useful lives as follows: Estimated ASSET CLASSIFICATION USEFUL LIFE -------------------- ----------- Motor vehicles ................................................................. 3 Years Machinery and Equipment ........................................................ 3-5 Years Furniture and Fixtures ......................................................... 5 Years Leasehold improvements are amortized over the shorter of their estimated useful lives or the lives of the leases. e. BASIC AND DILUTED NET LOSS PER COMMON SHARE: Basic and diluted net loss per common share is based on the weighted average number of common shares outstanding. Shares of common stock issuable pursuant to stock options and warrants have not been considered, as their effect would be antidilutive. f. REVENUE RECOGNITION: The Company recognizes revenue upon product shipment. g. FOREIGN CURRENCY TRANSACTIONS: The Company charges foreign currency exchange gains or losses, in connection with its purchases of products from vendors in Japan, to operations in accordance with SFAS No. 52, FOREIGN CURRENCY TRANSLATION. h. INCOME TAXES: The Company accounts for income taxes under the liability method in accordance with SFAS No. 109, ACCOUNTING FOR INCOME TAXES. Under SFAS No. 109, deferred tax assets or liabilities are computed based upon the differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates. The Company has recorded a valuation allowance equal to its net deferred tax asset due to the uncertainty of realizing the benefit of this asset. 8 VISION-SCIENCES, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 3. INVESTMENTS IN ISRAEL (a) 3DV SYSTEMS LTD. In the three months ended June 30, 1999, the Company loaned $500,000 to 3DV Systems Ltd. ("3DV"), an Israeli company in which the Company has a 25% interest. The loan was a non-interest bearing Convertible Capital Note (the "Note"), issued pursuant to the Investment Agreement dated August 6, 1998 between the Company and 3DV. The issuance of the Note is part of the Company's commitment to finance the working capital needs of 3DV for calendar years 1999 and 2000. The Note is convertible into common stock of 3DV according to provisions of the Investment Agreement. The Company recorded the Note as part of its investment in 3DV. The Company accounts for its investment in 3DV using the equity method of accounting. Due to the Company's commitment to finance the working capital needs of 3DV, the Company absorbs 100% of the losses of 3DV. In the three-month period ended June 30, 1999 3DV incurred losses of $1,091,000, recorded as other expense by the Company. (b) IMAGINEERING LTD. AND VISION-SCIENCES, LTD. In the three months ended June 30, 1999, the Company recorded an expense relating to payments made of $165,000 to fund Imagineering Ltd. and Vision-Sciences, Ltd. This expense was offset by $165,000 of deferred development fees received from Asahi Optical Co., Ltd. ("Asahi") pursuant to the License Agreement between the Company and Asahi dated August 6, 1998. 4. SEGMENT INFORMATION The Company has three reportable segments -- Medical, Industrial and Corporate. The medical segment designs, manufactures and sells EndoSheaths and sells endoscopes to users in the health care industry. The industrial segment designs, manufactures and sells borescopes to a variety of users, primarily in the aircraft maintenance industry. In addition, the industrial segment manufactures and repairs endoscopes for the medical segment. The corporate segment consists of certain administrative expenses beneficial to the Company as a whole and the management oversight of the Company's investment in 3DV Systems Ltd., Vision-Sciences Ltd and the Company's contractual relations with Imagineering Ltd. The accounting policies of the segments are described in the summary of significant accounting policies. The Company evaluates segment performance based upon operating income. Identifiable assets are those used directly in the operations of each segment. Corporate assets include cash, marketable securities and the investment in 3DV Systems Ltd. The carrying value of 3DV at June 30, 1999 was $1,462,900. Data regarding management's view of the Company's segments is provided in the following table. 9 VISION-SCIENCES, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 4. SEGMENT INFORMATION (CONTINUED) Three months ended June 30, Medical Industrial Corporate Adjustments Total - ------------------------------------------- --------------- --------------- ----------------- ---------------- ----------------- 1999 Sales to external customers $ 607,950 $ 893,223 $ -- $ -- $ 1,501,173 Intersegment sales -- 117,070 -- (117,070) -- Interest income, net -- -- 34,175 -- 34,175 Operating income (loss) (500,713) (16,411) (152,334) -- (669,458) Depreciation and amortization 96,128 10,830 1,996 -- 108,954 Other significant non-cash items: Equity in losses of 3DV Systems -- -- (1,091,000) -- (1,091,000) Total assets 2,355,934 1,034,972 3,641,171 (680,516) 6,351,561 Expenditures for fixed assets 66,132 2,000 -- -- 68,132 1998 Sales to external customers $ 967,192 $ 909,543 $ -- $ -- $ 1,876,735 Intersegment sales -- 32,908 -- (32,908) -- Interest income, net -- -- 35,481 -- 35,481 Operating income (loss) (330,627) 64,544 (164,594) -- (430,677) Depreciation and amortization 90,973 12,065 -- -- 103,038 Other significant non-cash items: Equity in losses of 3DV Systems -- -- -- -- -- Total assets 2,861,284 1,060,650 2,960,880 (935,923) 5,946,891 Expenditures for fixed assets 1,537 -- -- -- 1,537 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Except for the historical information herein, the matters discussed in this Form 10-Q include forward-looking statements that may involve a number of risks and uncertainties. Future results may vary significantly based upon a number of important factors including, but not limited to, risks in market acceptance of new products and services and continuing demand for same, the impact of competitive products and pricing, seasonality, changing economic conditions, the ability of the Company to attain Year 2000 readiness and other risk factors detailed in the Company's most recent annual report and other filings with the Securities and Exchange Commission. Net sales for the three months ended June 30, 1999 decreased $375,000, or 20%, compared to the prior year three-month period. During this period sales of medical products decreased by $359,000, or 37%, and sales of industrial products decreased by $16,000, or 2%. The decrease in medical sales was due primarily to a decrease in sales of ENT endoscopes of $192,000 and decrease in sales of ENT EndoSheaths of $207,000. The decline in sales of these products was due directly to the transition from selling to one master distributor as the Company did in the fiscal period ended June 30, 1998 to selling through the Company's own independent sales representative network. This shift in strategy began April 1, 1999. The Company expected this transition to take time due to the training required of its new sales representatives, the time required to properly promote the Company's new strategy to current and future customers and to the time required to allow the former master distributor to deplete its inventory. The Company expects this transition period may continue at least through the three months ending September 30, 1999. The Company is committed to the strategy of selling directly to end users, and believes it will result in higher sales and gross profit of ENT products. However, there can be no assurance that this strategy will result in higher sales. The decline in sales of ENT products was partially offset by an increase in sales of the Company's proprietary sigmoidoscope EndoSheaths of $126,000 in the three months ended June 30, 1999 compared to the prior year three-month period. This increase in sales is due primarily to increased demand in the three months ended June 30,1999 compared to the same period ended June 30, 1998 when demand was lower due to a price increase imposed by the Company on April 1, 1998. That price increase encouraged customers to purchase larger amounts of EndoSheaths in the fourth quarter of fiscal 1998, thus reducing demand in the first quarter of fiscal 1999. Lower sales of sigmoidoscopes, and lower sales for repairs and accessories accounted for the remainder of the reduction in medical sales. The lower sales of industrial products in the three months ended June 30, 1999, compared to the same period in fiscal 1999 were due primarily to slightly lower demand during this period for the Company's products by the defense and aircraft maintenance markets. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Gross profit for the three months ended June 30, 1999 decreased to $212,000, or 14% of net sales, compared to $312,000, or 17% of net sales for the comparable prior year three-month period. The decrease in gross profit was due primarily to the reduced volume of sales of ENT EndoSheaths, offset partially by the higher sales of sigmoidoscope EndoSheaths. The Company expects gross profit to increase significantly as sales of ENT EndoSheaths increase to levels comparable to prior fiscal periods, due primarily to higher prices for the products. Selling, general and administrative expenses for the three-month period ended June 30, 1999 increased by 20%, or $140,000 compared to the prior year three-month period. Selling, general and administrative expenses amounted to 55% of net sales, compared to 37% in the three-month period ended June 30, 1998. The increase in these expenses was primarily attributable to increased expenses for commissions, product promotion, consulting and payroll, as the Company has increased its efforts to promote its products through its new sales channel of independent sales representatives, and to promote its new Slide-On(TM) ENT EndoSheath. Research and development expenses for the three months ended June 30, 1999 decreased $1,400 compared to the prior year three-month period. These expenses amounted to 3% of net sales for each of the three-month periods ended June 30, 1999 and 1998. Other expense, net for the three months ended June 30, 1999 increased by $1,091,000 due to the equity in losses of 3DV Systems that the Company recognized in the fiscal quarter ended June 30, 1999. The losses at 3DV were larger than expected due to higher expenses for product promotion incurred during the three months ended June 30, 1999. Part of the increased product promotion expenses included the exhibition in April 1999 of 3DV's new Z-Cam(TM), a 3-D camera system, at the National Broadcasters Convention in Las Vegas. The Z-Cam won an "Editors' Pick of the Show" award, and has generated interest from both computer and media companies. The net loss per share for the three months ended June 30, 1999 was $.09, compared to $.02 per share for the same period last year. Without the equity in losses of 3DV, the loss would have been $.03 per share for the three months ended June 30, 1999. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1999, the Company had $2,154,000 in cash, cash equivalents and marketable securities, and working capital of $1,518,000. The Company also had a cash collateralized demand line of credit with a bank for borrowings of up to $250,000. At June 30, 1999, there was approximately $164,000 available under this line for use in support of general working capital needs and the issuance of commercial and standby letters of credit. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The Company's cash and cash equivalents decreased by $637,000 in the three months ended June 30, 1999, due primarily to net cash used in operations of $554,000. In addition, the Company loaned $500,000 to 3DV, which was partially offset by the sale of marketable securities of $404,000. The Company has incurred losses since its inception, and losses are expected to continue at least through the fiscal year ending March 31, 2000. The Company has funded the losses principally with the proceeds from public and private equity financings. Management believes that, in order to fund the research and development efforts at 3DV, the Company will require additional financial support for the fiscal year 2000. Management is pursuing additional sources of capital; however, there can be no assurance that additional funding will be available, or available on reasonable terms. YEAR 2000 READINESS DISCLOSURE The Company has evaluated its information technology infrastructure to address its exposure to the "Year 2000" computer problem. The areas of concern to the Company include its products, its primary software and hardware system, its telecommunications, its machinery and equipment and the Year 2000 readiness of its primary vendors and customers. The Company established a plan that was approved by its Chairman and CEO for the attainment of readiness of its information technology infrastructure. The Company has completed preliminary tests of its video processor, which is used with its video sigmoidoscope. Results of these preliminary tests indicated that the video processor would process the date change successfully from December 31, 1999 to January 1, 2000. The primary products sold by the Company do not contain embedded microchips, and the Company believes these products are Year 2000 ready. The major areas of concern are the Company's primary software system and its telecommunications equipment. During the year ended March 31, 1999, the Company upgraded its primary software system to the version that has been certified Year 2000 compliant by the Information Technology Association of America. During the fiscal year ended March 31, 1999, the Company procured and installed new hardware that utilizes a 32-bit operating system, upgraded its desktop software to be Year 2000 ready and upgraded its network to be Year 2000 ready. During the year ended March 31, 1999, the Company reviewed its telecommunications systems at its New York and Massachusetts locations. These reviews indicated the telecommunications equipment at both sites is currently Year 2000 ready. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The Company has contacted customers and vendors with whom it has a material relationship to determine the readiness of those customers and vendors, and to determine what risks the Company might incur if those customers and vendors do not become Year 2000 ready in a timely fashion. The Company currently estimates that the cost to attain readiness will not exceed $200,000, and that as of June 30, 1999 it has completed 95% of the work necessary to be Year 2000 ready. The Company will continue to test its procedures and equipment as the need arises. At this time the Company does not have a contingency plan, but will develop one if the need arises. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK The Company, in the normal course of business, is subject to the risks associated with fluctuations in interest rates and changes in foreign currency exchange rates. INTEREST AND MARKET RISK The Company maintains a portfolio of marketable, primarily fixed income, available-for-sale securities of various issuers, types and maturities. The Company has not used derivative financial instruments in its investment portfolio. The Company attempts to limit its exposure to interest rate and credit risk by placing its investments with high-quality financial institutions and has established investment guidelines relative to diversification and maturities designed to maintain safety and liquidity. Investments in both fixed-rate and floating-rate interest earning instruments carry a degree of interest rate risk. Fixed-rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating-rate securities may produce less income than expected if interest rates decline. Due in part to these factors, the Company's future investment income may fall short of expectations due to changes in interest rates, or the Company may suffer losses in principal if forced to sell securities which have seen a decline in market value due to changes in interest rates. The fair market value of marketable securities held at June 30, 1999 was $566,390. FOREIGN CURRENCY EXCHANGE The Company faces exposure, due to purchases of raw materials from Japanese suppliers, to adverse movements in the value of the Japanese Yen. This exposure may change over time, and could have a materially adverse effect on the Company's financial results. The Company may attempt to limit this exposure by purchasing forward contracts, as required. Most of the Company's liabilities are settled within 90 days of receipt of materials. At June 30, 1999 the Company's liabilities relating to Japanese Yen were approximately $144,000. 14 PART II - OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1 Employment letter between Vision-Sciences, Inc. and James A. Tracy, dated July 18, 1997. 10.2 Employment letter between Vision-Sciences, Inc. and Gerald B. Lichtenberger dated October 7, 1998. 27. Financial Data Schedule (b) Reports on Form 8-K None. 15 SIGNATURE 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. Vision-Sciences, Inc. Date: August 13, 1999 By: /s/ GERALD B. LICHTENBERGER --------------------------- Dr. Gerald B. Lichtenberger, Ph. D. Vice President of Business Development /s/ JAMES A. TRACY ------------------ James A. Tracy Vice President Finance, Chief Financial Officer and Controller (Principal Financial Officer and Principal Accounting Officer) 16