UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended December 31, 2005.
[ ] Transition report pursuant to Section 13 or 15(d) of the securities
Exchange Act of 1934 for the transitional period from _________ to
__________.
Commission File Number 0-20127
----------
ESCALON MEDICAL CORP.
(Exact name of small business issuer as specified in its charter)
PENNSYLVANIA 33-0272839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
565 EAST SWEDESFORD ROAD, SUITE 200
WAYNE, PA 19087
(Address of principal executive offices)
(610) 688-6830
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
At February 10, 2006, 6,334,670 shares of common stock were outstanding.
Transitional Small Business Disclosure format. Yes [ ] No [X]
ESCALON MEDICAL CORP.
FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS
Part I. Financial Statements
Item 1. Condensed Consolidated Financial Statements 2
Condensed Consolidated Balance Sheets as of
December 31, 2005 (Unaudited) and June 30, 2005 2
Condensed Consolidated Statements of Income for the three
and six-month periods ended December 31, 2005 and 2004
(Unaudited) 3
Condensed Consolidated Statements of Cash Flows for the
six-month periods ended December 31, 2005 and 2004
(Unaudited) 4
Condensed Consolidated Statement of Shareholders' Equity
for the six-month periods ended December 31, 2005 and 2004
(Unaudited) 5
Condensed Consolidated Statement of Other Comprehensive
Income (Loss) for the six-month periods ended
December 31, 2005 and 2004 (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results Operations 22
Item 3. Controls and Procedures 43
Part II. Other Information
Item 1. Legal Proceedings 44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46
Item 4. Submission of Matters to a Vote of Security Holders 46
Item 6. Exhibits 47
1
PART I. FINANCIAL STATEMENTS
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, JUNE 30,
2005 2005
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 4,579,431 $ 5,115,772
Available for sale securities 53,490 1,207,317
Accounts receivable, net 4,314,620 4,752,310
Inventory, net 6,432,512 5,856,285
Notes receivable 400,000 100,000
Other current assets 618,461 633,214
------------ ------------
TOTAL CURRENT ASSETS 16,398,514 17,664,898
------------ ------------
Furniture and equipment, net 958,113 911,700
Goodwill 20,166,450 20,166,450
Trademarks and trade names, net 616,906 616,906
Patents, net 354,289 402,814
Other assets 448,929 286,568
------------ ------------
TOTAL ASSETS $ 38,943,201 $ 40,049,336
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 243,738 $ 230,344
Accounts payable 1,651,861 1,135,680
Accrued expenses 2,419,154 2,685,670
------------ ------------
TOTAL CURRENT LIABILITIES 4,314,753 4,051,694
------------ ------------
Long-term debt, net of current portion 267,260 391,793
Accrued post-retirement benefits 1,087,000 1,087,000
------------ ------------
TOTAL LIABILITIES 5,669,013 5,530,487
------------ ------------
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
share authorized; 6,084,670 and 5,963,477
issued and outstanding at December 31, 2005
and June 30, 2005, respectively 6,085 5,964
Common stock warrants 1,601,346 1,601,346
Additional paid-in capital 64,166,623 63,898,190
Retained earnings (32,403,941) (32,136,487)
Accumulated other comprehensive loss (95,925) 1,149,836
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 33,274,188 34,518,849
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 38,943,201 $ 40,049,336
============ ============
See notes to condensed consolidated financial statements
2
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
------------------------------- -----------------------------
2005 2004 2005 2004
----------- ---------- ----------- -----------
NET REVENUES:
Product revenue $ 6,846,159 $5,742,848 $13,608,849 $10,388,801
Other revenue 464,131 595,296 1,134,311 1,251,000
----------- ---------- ----------- -----------
REVENUES, NET 7,310,290 6,338,144 14,743,160 11,639,801
----------- ---------- ----------- -----------
COSTS AND EXPENSES:
Cost of goods sold 3,883,395 3,337,468 7,628,384 6,013,333
Research and development 661,870 474,779 1,418,030 791,478
Marketing, general and administrative 3,827,839 2,916,770 7,111,890 5,105,729
----------- ---------- ----------- -----------
TOTAL COSTS AND EXPENSES 8,373,104 6,729,017 16,158,304 11,910,540
----------- ---------- ----------- -----------
(LOSS) FROM OPERATIONS (1,062,814) (390,873) (1,415,144) (270,739)
----------- ---------- ----------- -----------
OTHER INCOME AND (EXPENSE):
Gain on sale of available for sale securities 0 0 1,157,336 0
Equity in Ocular Telehealth Management, LLC (33,035) (7,109) (51,464) (36,310)
Interest income 72,877 12,349 77,724 44,441
Interest expense (9,229) (29,934) (19,906) (26,521)
----------- ---------- ----------- -----------
TOTAL OTHER INCOME AND (EXPENSE) 30,613 (24,694) 1,163,690 (18,390)
----------- ---------- ----------- -----------
NET (LOSS) BEFORE TAXES (1,032,201) (415,567) (251,454) (289,129)
----------- ---------- ----------- -----------
Provision for income taxes (50,400) 7,058 16,000 20,027
----------- ---------- ----------- -----------
NET (LOSS) $ (981,801) $ (422,625) $ (267,454) $ (309,156)
=========== ========== =========== ===========
BASIC NET (LOSS) PER SHARE $ (0.162) $ (0.072) $ (0.044) $ (0.054)
=========== ========== =========== ===========
DILUTED NET (LOSS) PER SHARE $ (0.162) $ (0.072) $ (0.044) $ (0.054)
=========== ========== =========== ===========
WEIGHTED AVERAGE SHARES - BASIC 6,070,477 5,869,028 6,017,384 5,716,748
=========== ========== =========== ===========
WEIGHTED AVERAGE SHARES - DILUTED 6,070,477 5,869,028 6,017,384 5,716,748
=========== ========== =========== ===========
See notes to condensed consolidated financial statements
3
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED DECEMBER 31,
-----------------------------
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (267,454) $ (309,156)
Adjustments to reconcile net (loss) to net cash (used in)
operating activities:
Depreciation and amortization 217,945 188,584
Gain on sale of available for sale securities (1,157,336) 0
Loss of Ocular Telehealth Management, LLC 51,464 36,310
Change in operating assets and liabilities:
Accounts receivable, net 437,690 (218,629)
Inventory, net (576,227) (538,243)
Other current and long-term assets (407,745) (207,391)
Accounts payable, accrued and other liabilities 249,665 (539,664)
----------- -----------
NET CASH (USED IN) OPERATING ACTIVITIES (1,451,998) (1,588,189)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Drew, net of cash acquired 0 151,996
Acquisition cost related to Drew 0 (1,020,139)
Proceeds from the sale of available for sale securities 1,157,335 0
Investment in Ocular Telehealth Management, LLC 0 (193,000)
Purchase of distribution rights (181,855) 0
Purchase of fixed assets (226,100) (76,582)
----------- -----------
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES 749,380 (1,137,725)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Line of credit borrowing 0 (1,900,774)
Line of credit repayment 0 (4,305,265)
Principal payments on term loans (111,139) 0
Issuance of common stock - stock options 268,554 29,795
----------- -----------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 157,415 (6,176,244)
----------- -----------
Effect of exchange rate changes on cash and cash equivalents 8,863 7,309
----------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (536,341) (8,894,849)
----------- -----------
Cash and cash equivalents, beginning of period 5,115,772 12,601,971
----------- -----------
Cash and cash equivalents, end of period $ 4,579,431 $ 3,707,122
=========== ===========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid $ 19,890 $ 222,198
=========== ===========
Income taxes paid $ 97,584 $ 184,300
=========== ===========
Issuance of common stock for Drew acquisition $ 0 $ 7,429,100
=========== ===========
(Decrease)/increase in unrealized appreciation on available for sale securities $(1,153,827) $ 5,929,522
=========== ===========
See notes to condensed consolidated financial statements
4
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005
(UNAUDITED)
ACCUMULATED
COMMON STOCK COMMON ADDITIONAL OTHER TOTAL
------------------ STOCK PAID-IN ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
SHARES AMOUNT WARRANTS CAPITAL DEFICIT INCOME (LOSS) EQUITY
--------- ------ ---------- ----------- ------------ ------------- -------------
BALANCE AT JUNE 30, 2005 5,963,477 $5,964 $1,601,346 $63,898,190 $(32,136,487) $ 1,149,836 $34,518,849
Net (loss) 0 0 0 (267,454) 0 (267,454)
Exercise of stock options 121,193 121 0 268,433 0 0 268,554
Change in unrealized gains on
available for sale securities 0 0 0 0 (1,153,827) (1,153,827)
Foreign currency translation 0 0 0 0 (91,934) (91,934)
--------- ------ ---------- ----------- ------------ ----------- -----------
BALANCE AT DECEMBER 31, 2005 6,084,670 $6,085 $1,601,346 $64,166,623 $(32,403,941) $ (95,925) $33,274,188
========= ====== ========== =========== ============ =========== ===========
See notes to condensed consolidated financial statements
5
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
------------------------------- -----------------------------
2005 2004 2005 2004
----------- ---------- ----------- ----------
Net (loss) $ (981,801) $ (422,625) $ (267,454) $ (309,156)
Change in unrealized gains on
available for sale securities 9,361 5,929,522 (1,153,826) 5,929,522
Foreign currency translation (34,612) (73,107) (91,984) (55,203)
----------- ---------- ----------- ----------
COMPREHENSIVE INCOME (LOSS) $(1,007,052) $5,433,790 $(1,513,264) $5,565,163
=========== ========== =========== ==========
See notes to condensed consolidated financial statements
6
ESCALON MEDICAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of Escalon Medical Corp. and its subsidiaries, collectively
referred to as "Escalon" or the "Company." Escalon's subsidiaries include
Sonomed, Inc. ("Sonomed"), Escalon Vascular Access, Inc. ("Vascular"), Escalon
Medical Europe GmbH ("EME"), Escalon Digital Vision, Inc. ("EMI"), Escalon
Pharmaceutical, Inc. ("Pharmaceutical"), Escalon Holdings, Inc. ("EHI") and Drew
Scientific, Inc. and Drew Scientific Group, Plc (collectively "Drew"). All
intercompany accounts and transactions have been eliminated. Additionally, the
Company's investment in Ocular Telehealth Management, LLC ("OTM") is accounted
for under the equity method.
The Company operates in the healthcare market, specializing in the
development, manufacture, marketing and distribution of medical devices and
pharmaceuticals in the areas of ophthalmology, diabetes, hematology and vascular
access. The Company and its products are subject to regulation and inspection by
the United States Food and Drug Administration (the "FDA"). The FDA requires
extensive testing of new products prior to sale and has jurisdiction over the
safety, efficacy and manufacture of products, as well as product labeling and
marketing.
The accompanying condensed consolidated financial statements are unaudited
and are presented pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Accordingly, these consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto contained in the Company's 2005 Annual Report on
Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"). In the
opinion of management, the accompanying consolidated financial statements
reflect all adjustments (which are of a normal recurring nature) necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods presented. The results of operations are not
necessarily indicative of the results that may be expected for the full year.
In connection with the presentation of the current period condensed
unaudited consolidated financial statements, certain prior period balances have
been reclassified to conform with the current period presentation.
2. ACQUISITION OF DREW SCIENTIFIC GROUP, PLC
On July 23, 2004, Escalon acquired approximately 67% of the outstanding
ordinary shares of Drew, a United Kingdom company, pursuant to the Company's
exchange offer for all of the outstanding ordinary shares of Drew, and since
that date has acquired all of the Drew shares. The results of Drew's operations
have been included in the consolidated financial statements since July 23, 2004.
Drew is a diagnostics company specializing in the design, manufacture and
distribution of instruments for blood cell counting and blood analysis. Drew is
focused on providing instrumentation and consumables for the physician office
and veterinary office laboratories. Drew also supplies the reagent and other
consumable materials needed to operate the instruments. The results of Drew's
operations have been included in the consolidated financial statements, and
Escalon has been operating Drew as an additional business segment since July 23,
2004.
The aggregate purchase price of Drew was $8,525,966, net of acquired cash
of $151,996, consisting of direct acquisition costs of $1,246,376, primarily for
investment banking, legal and accounting fees that were directly related to the
acquisition of Drew, and 900,000 shares of Escalon common stock valued at
$7,430,439. The value of the 900,000 shares issued was based on a five-day
average of the market price of the stock (two days before through two days after
the shares were exchanged).
7
The following table summarizes the purchase price allocation of estimated
fair values of assets acquired and liabilities assumed as of the date of
acquisition of Drew of July 23, 2004.
Current assets $ 3,859,771
Furniture and equipment 868,839
Patents 297,246
Other long-term assets 7,406
Goodwill 9,574,655
-----------
Total assets acquired $14,607,917
-----------
Line of credit $ 1,617,208
Current liabilities 3,392,286
Long-term debt 1,072,457
-----------
Total liabilities assumed $ 6,081,951
-----------
Net assets acquired $ 8,525,966
===========
The following pro forma results of operations information has been prepared
to give effect to the purchase of Drew as if such transaction had occurred at
the beginning of the period being presented. The information presented is not
necessarily indicative of results of future operations of the combined
companies.
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
------------------------------- -----------------------------
2005 2004 2005 2004
----------- ---------- ----------- -----------
Revenues, net $ 7,310,290 $6,338,144 $14,743,160 $12,332,141
Cost of goods sold 3,883,395 3,337,468 7,628,384 6,464,476
----------- ---------- ----------- -----------
GROSS PROFIT 3,426,895 3,000,676 7,114,776 5,867,665
----------- ---------- ----------- -----------
Operating expenses 4,489,709 3,391,549 8,529,920 6,237,452
Other (expense) 30,613 (24,694) 1,163,690 (25,608)
----------- ---------- ----------- -----------
NET (LOSS) BEFORE TAXES (1,032,201) (415,567) (251,454) (395,395)
----------- ---------- ----------- -----------
Provision for income taxes (50,400) 7,058 16,000 20,027
----------- ---------- ----------- -----------
NET (LOSS) $ (981,801) $ (422,625) $ (267,454) $ (415,422)
=========== ========== =========== ===========
BASIC NET (LOSS) PER SHARE $ (0.162) $ (0.072) $ (0.044) $ (0.073)
=========== ========== =========== ===========
DILUTED NET (LOSS) PER SHARE $ (0.162) $ (0.072) $ (0.044) $ (0.073)
=========== ========== =========== ===========
WEIGHTED AVERAGE SHARES - BASIC 6,070,477 5,869,028 6,017,384 5,716,748
=========== ========== =========== ===========
WEIGHTED AVERAGE SHARES - DILUTED 6,070,477 5,869,028 6,017,384 5,716,748
=========== ========== =========== ===========
3. STOCK-BASED COMPENSATION
The Company reports stock-based compensation through the disclosure-only
requirements of the statement of Financial Accounting Standards No. 123 ("SFAS
123"), "Accounting for Stock-Based Compensation," as amended by Statement of
Financial Accounting Standards No. 148 ("SFAS 148"), "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment to FASB No. 123."
Compensation expense for options is measured using the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"). Under APB 25, because the exercise price
of the Company's employee stock options is generally equal to
8
the market price of the Company's underlying stock on the date of grant, no
compensation expense is recognized.
SFAS 123 establishes an alternative method of expense recognition for
stock-based compensation awards based on fair values. The following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of SFAS 123.
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
------------------------------- -----------------------------
2005 2004 2005 2004
----------- --------- ----------- ---------
Net (loss), as reported $ (981,801) $(422,625) $ (267,454) $(309,156)
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects (333,500) (75,688) (789,021) (360,359)
----------- --------- ----------- ---------
PRO FORMA NET (LOSS) $(1,315,301) $(498,313) $(1,056,475) $(669,515)
=========== ========= =========== =========
(LOSS) PER SHARE:
BASIC - AS REPORTED $ (0.162) $ (0.072) $ (0.044) $ (0.054)
=========== ========= =========== =========
BASIC - PRO FORMA $ (0.217) $ (0.085) $ (0.176) $ (0.117)
=========== ========= =========== =========
DILUTED - AS REPORTED $ (0.162) $ (0.072) $ (0.044) $ (0.054)
=========== ========= =========== =========
DILUTED - PRO FORMA $ (0.217) $ (0.085) $ (0.176) $ (0.117)
=========== ========= =========== =========
The Company has followed the guidelines of SFAS 123 to establish the
valuation of its stock options. The fair value of these equity awards was
estimated at the date of grant using the Black-Scholes option pricing method.
For the purposes of pro forma disclosures, the estimated fair value of the
equity awards is amortized to expense over the options' vesting period. For the
purposes of applying SFAS 123, the estimated per share value of the options
granted during the three-month period ended December 31, 2005 was between $4.97
and $5.59. The fair value was estimated using the following assumptions:
dividend yield of 0.0%; volatility of 0.79%; risk-free interest rate of
4.48%-5.05%; and expected life of 10 years. The volatility assumption is based
on volatility experienced in the Company's stock over the last five years. This
assumption was made according to the guidance of SFAS 123. There is no reason to
believe that future volatility will compare with the historic volatility.
In December 2004, the FASB issued SFAS No.123R ("SFAS No.123R") (revised
2004), "Share-Based Payments" SFAS No. 123R is a revision of SFAS No. 123 and
supersedes ABP Opinion No. 25, which requires the Company to expense share-based
payments, including employee stock options. With limited exceptions, the amount
of compensation costs will be measured based on the grant date fair value of the
equity or liability instrument issued. Compensation cost will be recognized over
the period that the employee provides service in exchange for the award. The
Company is a small business issuer as defined in Item 10 of Regulation S-B. As a
result, the Company will be required to adopt this standard in its fiscal year
beginning July 1, 2006. The adoption of this standard for the expensing of stock
options is expected to reduce pretax earnings in future periods. The impact of
adoption of SFAS No. 123R cannot be predicted at this time because it will
depend upon the level of share-based payments made in the future and the model
the Company elects to utilize.
9
4. EARNINGS PER SHARE
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:
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
------------------------------- -----------------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
NUMERATOR:
Numerator for basic and diluted
earnings per share
NET (LOSS) $ (981,801) $ (422,625) $ (267,454) $ (309,156)
---------- ---------- ---------- ----------
DENOMINATOR:
Denominator for basic earnings per
share - weighted average shares 6,070,477 5,869,028 6,017,384 5,716,748
Effect of dilutive securities:
Stock options and warrants 0 0 0 0
Shares reserved for future
exchange 0 0 0 0
---------- ---------- ---------- ----------
DENOMINATOR FOR DILUTED EARNINGS PER
SHARE - WEIGHTED AVERAGE AND
ASSUMED CONVERSION 6,070,477 5,869,028 6,017,384 5,716,748
---------- ---------- ---------- ----------
BASIC (LOSS) PER SHARE $ (0.162) $ (0.072) $ (0.044) $ (0.054)
========== ========== ========== ==========
DILUTED (LOSS) PER SHARE $ (0.162) $ (0.072) $ (0.044) $ (0.054)
========== ========== ========== ==========
The impact of dilutive securities were omitted from the earnings per share
calculation in all periods presented as they would reduce the loss per share
(anti-dilutive).
5. INVENTORY
Inventory, stated at lower of cost (determined on a first-in, first-out
basis) or market, consisted of the following:
DECEMBER 31, JUNE 30,
2005 2005
------------ ----------
(UNAUDITED)
Raw materials $3,845,147 $3,476,493
Work in process 810,528 473,252
Finished goods 2,039,509 2,073,208
---------- ----------
6,695,184 6,022,953
---------- ----------
Valuation allowance (262,672) (166,668)
---------- ----------
TOTAL INVENTORY $6,432,512 $5,856,285
========== ==========
10
6. NOTES RECEIVABLE
Escalon entered into an agreement with an individual who was involved in
the development of the Company's now discontinued Ocufit SR(R) drug delivery
system. The Company holds a note receivable from the individual in the amount of
$150,000 that was due in May 2005. The note was not paid when due, and the
individual is currently in default. The Company intends to pursue collection, is
currently evaluating collection alternatives and has recorded a $50,000 reserve
based upon its current estimate of cost to pursue collection.
In connection with a co-marketing agreement with Anka Systems, Inc.
("Anka"), in October 2005, the Company extended a $300,000 loan to Anka (See
Note 17). Anka is an early stage privately held company. Under the terms of this
note, repayment is due within six months after written demand or immediately
upon an event of default.
7. INTANGIBLE ASSETS
PATENTS
It is the Company's practice to seek patent protection on processes and
products in various countries. Patent application costs are capitalized and
amortized over their estimated useful lives, not exceeding 17 years, on a
straight-line basis from the date the related patents are issued. Costs
associated with patents no longer being pursued are expensed. Accumulated patent
amortization was $212,912 and $188,649 at December 31, 2005 and June 30, 2005,
respectively. Amortization expense for the three-month periods ended December
31, 2005 and 2004 was $26,696 and $16,628, respectively. Amortization expense
for the six-month periods ended December 31, 2005 and 2004 was $50,848 and
$33,255, respectively.
The aggregate amortization expense for each of the next five years for
patents is estimated to be approximately $70,000 per year for each of the next
five fiscal years.
GOODWILL, TRADEMARKS AND TRADE NAMES
Goodwill, trademarks and trade names represent intangible assets obtained
from Escalon Opthalmics ("EOI"), Endologix, Inc. ("Endologix"), Sonomed and Drew
acquisitions. Goodwill represents the excess of purchase price over the fair
market value of net assets acquired.
In accordance with SFAS 142, effective July 1, 2001, the Company
discontinued the amortization of goodwill and identifiable intangible assets
that have indefinite lives. Intangible assets that have finite lives continue to
be amortized over their estimated useful lives. Management has evaluated the
carrying value of goodwill and its identifiable intangible assets that have
indefinite lives during each of the fiscal years subsequent to July 1, 2001,
utilizing discounted cash flows of the respective business units. After
evaluating the discounted cash flow of each of its respective business units,
management concluded that the carrying value of goodwill and identifiable
intangible assets did not exceed their fair values and therefore were not
impaired. In accordance with SFAS 142, these intangible assets will continue to
be assessed on an annual basis, and impairment, if any, will be recorded as a
charge against income from operations.
The following table presents unamortized intangible assets by business unit
as of December 31, 2005 and June 30, 2005:
11
DECEMBER 31,
2005 JUNE 30, 2005
NET CARRYING NET CARRYING
AMOUNT AMOUNT
------------ -------------
(UNAUDITED)
GOODWILL
Sonomed $ 9,525,550 $ 9,525,550
Drew 9,574,655 9,574,655
Vascular 941,218 941,218
Medical/Trek/EMI 125,027 125,027
----------- -----------
TOTAL $20,166,450 $20,166,450
=========== ===========
DECEMBER 31,
2005 JUNE 30, 2005
NET CARRYING NET CARRYING
AMOUNT AMOUNT
------------ -------------
(UNAUDITED)
UNAMORTIZED INTANGIBLE ASSETS
Sonomed $616,906 $616,906
-------- --------
TOTAL $616,906 $616,906
======== ========
The following table presents amortized intangible assets by business unit
as of December 31, 2005:
ADJUSTED
GROSS GROSS
CARRYING CARRYING ACCUMULATED NET CARRYING
AMORTIZED INTANGIBLE ASSETS AMOUNT IMPAIRMENT AMOUNT AMORTIZATION VALUE
--------------------------- ----------- ---------- -------- ------------ ------------
(UNAUDITED)
PATENTS
Drew $272,984 $0 $272,984 $ (60,119) $212,865
Vascular (pending issuance) 36,915 0 36,915 (9,229) 27,686
Medical/Trek/EMI 257,302 0 257,302 (143,564) 113,738
-------- --- -------- --------- --------
TOTAL $567,201 $0 $567,201 $(212,912) $354,289
======== === ======== ========= ========
The following table presents amortized intangible assets by business unit
as of June 30, 2005:
ADJUSTED
GROSS GROSS
CARRYING CARRYING ACCUMULATED NET CARRYING
AMORTIZED INTANGIBLE ASSETS AMOUNT IMPAIRMENT AMOUNT AMORTIZATION VALUE
--------------------------- ----------- ---------- -------- ------------ ------------
PATENTS
Drew $297,246 $0 $297,246 $ (55,908) $241,338
Vascular (pending issuance) 36,916 0 36,916 0 36,916
Medical/Trek/EMI 257,301 0 257,301 (132,741) 124,560
-------- --- -------- --------- --------
TOTAL $591,463 $0 $591,463 $(188,649) $402,814
======== === ======== ========= ========
12
8. ACCRUED EXPENSES
The following table presents accrued expenses as of December 31, 2005 and
June 30, 2005:
DECEMBER 31,
2005 JUNE 30, 2005
------------ -------------
(UNAUDITED)
Accrued compensation $ 997,453 $1,276,639
Warranty accruals 200,058 201,413
Severance accruals 50,596 195,213
Legal accruals 229,538 251,000
Other accruals 941,509 761,355
---------- ----------
TOTAL ACCRUED EXPENSES $2,419,154 $2,685,620
========== ==========
Severance accruals as of December 31, 2005 and June 30, 2005 relate to
certain former directors and officers of Drew who management had the intent to
terminate as of the consummation date of the acquisition of Drew.
In addition to normal accruals, other accruals as of December 31, 2005 and
June 30, 2005 relate to the remaining lease payments on a facility that ceased
manufacturing operations prior to the Drew acquisition, accruals for litigation
existing prior to the Drew acquisition, franchise and ad valorem tax accruals
and other sundry operating expenses accruals.
Accrued compensation as of December 31, 2005 and June 30, 2005 primarily
relates to payroll, bonus and vacation accruals, and payroll tax liabilities.
9. LINE OF CREDIT AND LONG-TERM DEBT
The Company has two long-term debt facilities through its Drew subsidiary:
the Texas Mezzanine Fund and Symbiotics, Inc. The Texas Mezzanine Fund term debt
is payable in monthly installments of $14,200, which includes interest at a
fixed rate of 8.00%. The note is due in April 2008 and is secured by certain
assets of Drew. The outstanding balance of the note was $335,996 and $405,471 as
of December 31, 2005 and June 30, 2005, respectively. The Symbiotics, Inc. term
debt, which originated from the acquisition of a product line from Symbiotics,
Inc., is payable in monthly installments of $8,333 with interest at a fixed rate
of 5.00%. The outstanding balance of this note was $175,002 and $216,666 as of
December 31, 2005 and June 30, 2005, respectively.
The schedule below presents principal amortization for the next five years
under each of the Company's loan agreements as of December 31, 2005:
13
TWELVE MONTHS
ENDING TEXAS
DECEMBER 31, MEZZANINE SYMBIOTICS TOTAL
------------- --------- ---------- -----------
(UNAUDITED)
2006 $143,742 $ 99,996 243,738
2007 144,127 75,006 219,133
2008 48,127 0 48,127
2009 0 0 0
2010 0 0 0
-------- -------- --------
TOTAL $335,997 $175,002 510,999
======== ======== ========
Current portion of long-term debt 243,738
--------
Long-term portion $267,260
========
10. OTHER REVENUE
Other revenue includes quarterly payments received from:
(1) Bausch & Lomb in connection with the sale of the Silicone Oil product
line, which contract expired on August 12, 2005 and from which the
Company will not receive any additional royalties;
(2) Royalty payments received from IntraLase Corp. ("IntraLase") relating
to the licensing of the Company's laser technology; and
(3) Royalty payments received from Bio-Rad Laboratories, Inc. ("Bio-Rad").
For the three-month periods ended December 31, 2005 and 2004, Silicone Oil
revenue totaled $0 and $338,550, respectively, IntraLase royalties totaled
$395,149 and $164,593, respectively, and the Bio-Rad royalties totaled $68,982
and $92,153, respectively. For the six-month periods ended December 31, 2005 and
2004, Silicone Oil revenue totaled $203,124 and $755,338, respectively,
IntraLase royalties totaled $787,094 and $403,509, respectively, and the Bio-Rad
royalties totaled $144,092 and $92,153, respectively. Accounts receivable as of
December 31, 2005 and June 30, 2005 related to other revenue was approximately
$18,000 and $372,000, respectively.
BAUSCH & LOMB SILICONE OIL
The Company's agreement with Bausch & Lomb, which commenced on August 13,
2000, was structured so that the Company received consideration from Bausch &
Lomb based on its adjusted gross profit from its sales of Silicone Oil on a
quarterly basis. The consideration was subject to a factor, which stepped down
through the termination date (August 2005) according to the following schedule:
From 8/13/00 to 8/12/01 100%
From 8/13/01 to 8/12/02 82%
From 8/13/02 to 8/12/03 72%
From 8/13/03 to 8/12/04 64%
From 8/13/04 to 8/12/05 45%
INTRALASE: LICENSING OF LASER TECHNOLOGY
The material terms of the license of the Company's laser patents to
IntraLase (the "License Agreement"), which expires in 2013, provide that the
Company will receive a 2.5% royalty on product
14
sales that are based on the licensed laser patents, subject to deductions for
third party royalties otherwise due and payable, and a 1.5% royalty on product
sales that are not based on the licensed laser patents. The Company receives a
minimum annual license fee of $15,000 per year during the remaining term of the
license. The minimum annual License Agreement fee is offset against the royalty
payments.
The material termination provisions of the License Agreement of the laser
technology are as follows:
1. Termination by the Company if IntraLase defaults in the payment of any
royalty;
2. Termination by the Company if IntraLase makes any false report;
3. Termination by the Company if IntraLase defaults in the making of any
required report;
4. Termination by either party due to the commission of any material
breach of any covenant or promise by the other party under the license
agreement; or
5. Termination by IntraLase after 90 days notice (if IntraLase were to
terminate, it would not be permitted to utilize the licensed
technology necessary to manufacture its current products).
BIO-RAD ROYALTY
The royalty received from Bio-Rad relates to a certain non-exclusive Eighth
Amendment to an OEM Agreement ("OEM Agreement") between the Company's Drew
subsidiary and Bio-Rad, dated July 19, 1994. Bio-Rad pays a royalty based on
sales of certain of Drew's products in certain geographic regions.
The material terms of the OEM Agreement, provided:
- Drew receives an agreed royalty per test;
- Royalty payments will be made depending on the volume of diagnostic
tests provided by Bio-Rad. If less than 3,750 tests per month are
provided by Bio-Rad, Bio-Rad will calculate the number of tests used
on a quarterly basis in arrears and pay Drew within 45 days of the end
of the quarter. If more than 3,750 tests per month are provided by
Bio-Rad, Bio-Rad will pay an estimated monthly royalty and within 45
days of the end of the quarter will make final settlement upon the
actual number of tests.
While the agreement, as amended by the Eighth Amendment, expired on May 15,
2005, the parties have continued to operate under the terms of the expired
agreement pending negotiation of a potential extension and/or revision.
11. COMMITMENTS AND CONTINGENCIES
COMMITMENTS
The Company leases its manufacturing, research and corporate office
facilities and certain equipment under non-cancelable operating lease
arrangements. The future amounts to be paid under these arrangements as of
December 31, 2005 are as follows:
15
LEASE
TWELVE MONTHS ENDING OBLIGATIONS
-------------------- -----------
(UNAUDITED)
2006 $ 828,569
2007 545,854
2008 329,172
2009 289,217
2010 300,186
Thereafter 270,739
----------
TOTAL $2,563,736
==========
Rent expense charged to operations during the three-month periods ended
December 31, 2005 and 2004 was $242,520 and $154,964, respectively. Rent expense
charged to operations during the six-month periods ended December 31, 2005 and
2004 was $457,631 and $313,571, respectively.
CONTINGENCIES
ROYALTY AGREEMENT: CLINICAL DIAGNOSTICS SOLUTIONS
Drew and Clinical Diagnostics Solutions, Inc. ("CDS") entered into a
Private Label/Manufacturing Agreement dated April 1, 2002, as amended and
restated on November 9, 2005 for the right to sell formulations or products of
CDS including reagents, controls and calibrators ("CDS products") on a private
label basis. The agreement term is 15 years, may be terminated by Drew at any
time with 18 months written notice, and if not terminated automatically renews
year-to-year thereafter. Under the terms of the agreement, Drew has the right to
terminate at any time with eighteen months written notice. Drew is obligated to
pay CDS a royalty of 7.5% on all sales of CDS products produced from Drew's
United Kingdom facility.
INTRALASE CORP. LEGAL PROCEEDINGS
In October 1997, Escalon and IntraLase entered into a License Agreement
wherein Escalon granted IntraLase the exclusive right to use Escalon's laser
properties, including patented and non-patented technology, in exchange for
shares of IntraLase common stock as well as royalties based on a percentage of
net sales of future products. The shares of common stock were restricted for
sale until April 6, 2005 and, according to a Fourth Amended Registration Right
Agreement between Escalon and IntraLase, were able to be sold after that date.
See Note 15.
On June 10, 2004, Escalon gave IntraLase notice of its intention to
terminate the License Agreement due to IntraLase's failure to pay certain
royalties that Escalon believed were due under the License Agreement. On June
21, 2004, IntraLase sought a preliminary injunction and temporary restraining
order with the United States District Court for the Central District of
California, Southern District against Escalon to prevent termination of the
License Agreement. Contemporaneously, IntraLase filed an action for declaratory
relief asking the court to validate its interpretation of certain terms of the
License Agreement relating to the amount of royalties owed to Escalon ("First
Action"). The parties mutually agreed to the entry of a temporary restraining
order which was entered by the court shortly thereafter. At the close of
discovery, IntraLase and Escalon filed cross-motions for summary judgment. On
May 5, 2005, the District Court, having ruled on such motions, entered judgment
in the First Action.
The court, in ruling on the parties' cross-motions for summary judgment,
did not agree with IntraLase's interpretation of certain terms and declared
that, under the terms of the License Agreement, IntraLase must pay Escalon
royalties on revenue from maintenance contracts and one-year warranties.
Further, the court rejected IntraLase's argument that it is entitled to deduct
the value of non-patented components of its ophthalmic products, which it sells
as an integrated unit, from the royalties due Escalon. Non-patented components
of the products include computer monitors, joysticks, keyboards, universal
16
power supplies, microscope assemblies, installation kits and syringes. In
addition, the court rejected IntraLase's assertion that accounts receivable are
not "consideration received" under the License Agreement and expressly ruled
that IntraLase must pay Escalon royalties on IntraLase's accounts receivable.
The court agreed with IntraLase, however, holding that IntraLase is not required
to pay royalties on research grants. The court also held that IntraLase must
give Escalon an accounting of third-party royalties.
Further, the court agreed with Escalon in finding that royalties are
"monies" and the default in the payment of royalties must be remedied within 15
days of written notice of the default. The court rejected IntraLase's position
concerning the effective date of the Amended and Restated License Agreement
holding that the effective date of such Agreement was dated October 17, 2000.
IntraLase has appealed the judgment to the Ninth Circuit Court of Appeals.
Currently, briefing is scheduled to occur during February and March 2006.
Intralase, after entry of the court's ruling, attempted to cure its default
under the License Agreement, but underpaid based upon a purported interpretation
of "accounts receivable" that discounts the receivables recorded on the sales
substantially, and in a manner that appears to directly contradict IntraLase's
own published financial statements.
In May, 2005, IntraLase also filed a second suit against Escalon in the
Central District of California, case number SAVC 05-440-AHS ("Second Action"),
again for declaratory relief as well as for reformation of the License
Agreement. In this action, IntraLase has asked the court to, among other things,
validate its interpretation of certain other terms of the License Agreement
relating to the amount of royalties owed to Escalon and a declaration concerning
Escalon's audit rights under the License Agreement. On June 3, 2005, after
having been served with Escalon's Complaint filed in the Delaware Court of
Chancery ("Delaware Action," described below), IntraLase filed an Amended
Complaint in the Second Action. Escalon, not having been served with the Amended
Complaint, filed a motion to dismiss the Complaint in the Second Action on
jurisdictional and substantive grounds. On June 6, 2005, Escalon filed a Motion
to Dismiss the Amended Complaint on grounds virtually identical to its first
motion to dismiss. The court dismissed without prejudice the Second Action on
the grounds that much of IntraLase's lawsuit sought a ruling on issues already
raised by Escalon in Escalon's Delaware Action. Accepting Escalon's arguments
for dismissal, the California court held that retaining jurisdiction would
likely result in duplicative litigation and an unnecessary entanglement between
the federal and state court actions.
As referenced above, on May 15, 2005, Escalon, not having been served with
IntraLase's Second Action, initiated the Delaware Action by filing a Complaint
against IntraLase for, among other things, breach of contract, breach of
fiduciary duty arising out of IntraLase's bad faith conduct under, and multiple
breaches of, the License Agreement. In the Delaware Action, Escalon seeks
declaratory relief, specified damages, and specific performance of its rights
under the License Agreement, including its express right under the Agreement to
have independent certified accountants audit the books and records of IntraLase
to verify and compute payments due Escalon.
Separately, on April 22, 2005, Escalon, as beneficial record holder of
common stock of IntraLase, made a formal written demand to inspect certain of
IntraLase's books and records pursuant to Section 220 of the Delaware General
Corporation Law. Shortly thereafter, Escalon Holdings, record holder of common
stock of IntraLase, made the same written demand. IntraLase rejected both
demands. Thereafter, Escalon and Escalon Holdings filed an action in the
Delaware Court of Chancery against IntraLase seeking to enforce their
shareholder rights to inspect IntraLase's books and records ("220 Action"). The
220 Case is currently in the discovery stage.
Escalon is cognizant of the legal expenses and costs associated with the
IntraLase matter. Escalon, however, is taking all necessary actions to protect
its rights and interests under the License Agreement. Escalon expects expenses
associated with this litigation to adversely impact earnings in the near term.
Escalon believes that IntraLase has sufficient funds to support such payments
based on its filings with the SEC and filings in connection with the First
Action.
17
DREW LEGAL PROCEEDINGS
CARVER LITIGATION-CONNECTICUT ACTION
On December 17, 2002, Edward Carver, David DeCava and Diane Carver, former
principal shareholders of CDC Technologies, Inc., filed a complaint in the State
of Connecticut, Superior Court, Judicial District of Waterbury at Waterbury
against CDC Acquisition, IV Diagnostics and certain other principal shareholders
of CDC Technologies seeking a total of approximately $420,000 for, among other
things, repayment of loans made to CDC Technologies, payment of past wages and
reimbursement of business expenses ("Connecticut Action"). The plaintiffs'
claims arose out of a certain asset purchase for stock transaction in which CDC
Acquisition, a wholly owned subsidiary of Drew, acquired the assets of CDC
Technologies and IV Diagnostics. CDC Acquisition and IV Diagnostics, also a
subsidiary of Drew, asserted counterclaims against the plaintiffs for, among
other things, breach of fiduciary duty, unfair trade and conversion. In
addition, CDC Acquisition and IV Diagnostics asserted cross-claims against its
co-defendants for indemnification pursuant to the transaction agreements. A
bench trial was held in June, 2005. In August, 2005 the court rendered a
decision resulting in the court's award of only $76,000 to plaintiffs. CDC
Acquisition and IV Diagnostics filed a motion for reconsideration of certain
issues ruled upon by the court. The motion was denied. Plaintiffs' counsel filed
a motion for attorneys' fees seeking over $181,000. The court granted such
motion but awarded only $3,000 to plaintiffs' counsel. On November 1, 2005, CDC
Acquisition and IV Diagnostics timely appealed the court's ruling that CDC
Acquisitions and IV Diagnostics are liable to the plaintiffs. The parties
subsequently entered into a settlement as described below.
CARVER LITIGATION-SOURCE ONE LITIGATION
On December 30, 2002, Source One, a distributor of CDC Technologies, Inc.
filed suit in state court in Minnesota ("Source One Litigation"), later removed
to the United States District Court in Minnesota, against CDC Technologies,
Edward Carver and CDC Acquisition, Inc. and IV Diagnostics, as successors in
interest to CDC Technologies. CDC Acquisition and IV Diagnostics asserted
cross-claims against Carver for indemnification. The court granted summary
judgment to the plaintiff against defendants and awarded plaintiff approximately
$185,000 plus interest and costs. The court also found Carver liable to CDC
Acquisition for indemnification. Source One agreed to accept $140,000 from CDC
Acquisition in settlement of its claims. CDC Acquisition settled its Source One
Litigation indemnification claim against Carver for $75,000.
CARVER LITIGATION-SETTLEMENT
In early January 2006, CDC Acquisitions and IV Diagnostics, the former
principal shareholders of CDC Technologies, Inc. and the plaintiffs in the
Connecticut Action reached an agreement to settle the court award of $76,000
plus $3,000. This includes a payment to Carver by CDC Acquisition and IV
Diagnostics of approximately $30,000 and the forgiveness of the remaining amount
owed by Carver of $33,332 on the Source One Litigation indemnification discussed
above. Further, the settlement does not include indemnification claims CDC
Acquisition and IV Diagnostics may have against principal shareholders other
than Carver and De Cava in connection with the Source Once litigation.
The settlements for the Carver litigation matters discussed above have been
recorded by the Company in the accompanying condensed consolidated statements.
The Company does not believe that these matters have, had or are likely to have
a material adverse impact on the Company's business, financial condition or
future results of operations.
OTHER LEGAL PROCEEDINGS
Escalon, from time to time is involved in various legal proceedings and
disputes that arise in the normal course of business. These matters have
included intellectual property disputes, contract disputes, employment disputes,
and other matters. The Company does not believe that the resolution of any of
these
18
matters has had or is likely to have a material adverse impact on the Company's
business, financial condition or results of operations.
12. SEGMENTAL INFORMATION
During the three and six-month periods ended December 31, 2005 and 2004,
the Company operations were classified into four principal reportable segments
that provide different products or services. One of the business segments, Drew,
became a reportable segment following its acquisition by the Company on July 23,
2004.
Separate management of each segment is required because each business unit
is subject to different marketing, production and technology strategies.
SEGMENTAL STATEMENTS OF OPERATIONS (IN THOUSANDS) - THREE MONTHS ENDED
DECEMBER 31, 2005
DREW SONOMED VASCULAR MEDICAL/TREK/EMI TOTAL
----------------- ---------------- -------------- ---------------- -----------------
2005 2004 2005 2004 2005 2004 2005 2004 2005 2004
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
REVENUES, NET:
Product revenue $ 3,490 $ 2,841 $ 2,003 $ 1,872 $ 886 $ 721 $ 467 $ 308 $ 6,846 $ 5,742
Other revenue 69 92 0 0 0 0 395 503 464 595
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
TOTAL REVENUE, NET 3,559 2,933 2,003 1,872 886 721 862 811 7,310 6,337
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
COSTS AND EXPENSES:
Cost of goods sold 2,236 1,903 1,013 839 347 370 287 225 3,883 3,337
Operating expenses 2,018 1,437 953 773 522 414 997 768 4,490 3,392
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
TOTAL COSTS AND EXPENSES 4,254 3,340 1,966 1,612 869 784 1,284 993 8,373 6,729
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
INCOME (LOSS) FROM
OPERATIONS (695) (407) 37 260 17 (63) (422) (182) (1,063) (392)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
OTHER INCOME AND
EXPENSES:
Gain on sale of available
for sale securities 0 0 0 0 0 0 0 0 0 0
Equity in OTM 0 0 0 0 0 0 (33) (7) (33) (7)
Interest income 0 0 0 0 0 0 73 12 73 12
Interest expense (9) (29) 0 0 0 0 0 0 (9) (29)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
TOTAL OTHER INCOME AND
(EXPENSES) (9) (29) 0 0 0 0 40 5 31 (24)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
INCOME (LOSS) BEFORE TAXES (704) (436) 37 260 17 (63) (382) (177) (1,032) (416)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
Income taxes 0 0 0 0 0 0 (50) 7 (50) 7
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
Net income (loss) $ (704) $ (436) $ 37 $ 260 $ 17 $ (63) $ (332) $ (184) $ (982) $ (423)
======= ======= ======= ======= ====== ====== ====== ======= ======= =======
Depreciation and
amortization $ 68 $ 51 $ 5 $ 7 $ 14 $ 12 $ 23 $ 27 $ 110 $ 97
Assets $17,088 $15,797 $13,486 $12,961 $2,423 $2,130 $5,946 $11,476 $38,943 $42,364
Expenditures for
long-lived assets $ 18 $ 6 $ 14 $ 4 $ 0 $ 0 $ 50 $ 28 $ 81 $ 38
19
SEGMENTAL STATEMENTS OF OPERATIONS (IN THOUSANDS) - SIX MONTHS ENDED
DECEMBER 31, 2005
DREW SONOMED VASCULAR MEDICAL/TREK/EMI TOTAL
----------------- ----------------- --------------- ---------------- -----------------
2005 2004 2005 2004 2005 2004 2005 2004 2005 2004
------- ------- ------- ------- ------ ------- ------ ------- ------- -------
REVENUES, NET:
Product revenue $ 7,201 $ 4,754 $ 3,801 $ 3,517 $1,810 $1,416 $ 797 $ 701 $13,609 $10,388
Other revenue 144 92 0 0 0 0 990 1,159 1,134 1,251
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
TOTAL REVENUE, NET 7,345 4,846 3,801 3,517 1,810 1,416 1,787 1,860 14,743 11,639
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
COSTS AND EXPENSES:
Cost of goods sold 4,469 3,158 1,989 1,698 658 690 512 467 7,628 6,013
Operating expenses 3,840 2,382 1,963 1,402 1,016 823 1,711 1,290 8,530 5,897
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
TOTAL COSTS AND EXPENSES 8,309 5,540 3,952 3,100 1,674 1,513 2,223 1,757 16,158 11,910
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
INCOME (LOSS) FROM
OPERATIONS (964) (694) (151) 417 136 (97) (436) 103 (1,415) (271)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
OTHER INCOME AND
(EXPENSES):
Gain on sale of available
for sale securities 0 0 0 0 0 0 1,157 0 1,157 0
Equity in OTM 0 0 0 0 0 0 (51) (36) (51) (36)
Interest income 0 4 0 0 0 0 78 40 78 44
Interest expense (20) (54) 0 29 0 (1) 0 0 (20) (26)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
TOTAL OTHER INCOME AND
(EXPENSES) (20) (50) 0 29 0 (1) 1,184 4 1,164 (18)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
INCOME (LOSS) BEFORE TAXES (984) (744) (151) 446 136 (98) 748 107 (251) (289)
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
Income taxes 0 0 0 0 0 0 16 20 16 20
------- ------- ------- ------- ------ ------ ------ ------- ------- -------
Net income (loss) $ (984) $ (744) $ (151) $ 446 $ 136 $ (98) $ 732 $ 87 $ (267) $ (309)
======= ======= ======= ======= ====== ====== ====== ======= ======= =======
Depreciation and
amortization $ 123 $ 97 $ 10 $ 14 $ 34 $ 23 $ 51 $ 55 $ 218 $ 189
Assets $17,088 $15,797 $13,486 $12,961 $2,423 $2,130 $5,946 $11,476 $38,943 $42,364
Expenditures for
long-lived assets $ 106 $ 8 $ 14 $ 23 $ 13 $ 7 $ 95 $ 39 $ 227 $ 77
13. SHAREHOLDERS' EQUITY
WARRANTS TO PURCHASE COMMON STOCK
In connection with debt issued by a former lender to Escalon in November
2001, the Company issued the lender warrants to purchase 60,000 shares of the
Company's common stock at $3.66 per share. The lender exercised the warrants on
December 13, 2004, in a cashless exercise receiving 32,855 shares of the
Company's common stock in satisfaction of the warrants.
In connection with the private placement of the Company's common stock in
March 2004, the Company issued to several accredited investors warrants to
purchase 120,000 shares of the Company's common stock at $15.60 per share. The
warrants are currently exercisable and expire in March 2009.
14. RELATED-PARTY TRANSACTIONS
Escalon and a member of the Company's Board of Directors are founding and
equal members of OTM. OTM is a diagnostic telemedicine company providing remote
examination, diagnosis and management of disorders affecting the human eye.
OTM's initial solution focuses on the diagnosis of diabetic retinopathy by
creating access and providing annual dilated retinal examinations for the
diabetic population. OTM was founded to harness the latest advances in
telecommunications, software and digital imaging in order to create greater
access and a more successful disease management for populations that are
susceptible to ocular disease. Through December 31, 2005, Escalon had invested
$256,000 in OTM. As of December 31, 2005, Escalon owned 45% of OTM. The members
of OTM have agreed to review the operations of OTM after 24 months, at which
time the members each have the right to sell their membership interest back to
OTM at fair market value. The Company provides administrative support functions
to OTM. From inception through December 31, 2005, OTM had revenue of
approximately $11,800 and incurred expenses of approximately $190,300. This
investment is accounted for under the equity method of accounting and is
included in other assets.
20
Commencing July 2004, a relative of a senior executive officer of Escalon
began providing legal services to the Company in connection with various legal
proceedings. Expenditures related to this individual during the three-month
periods ended December 2005 and 2004 were approximately $0 and $10,000,
respectively. For the six-month periods ended December 2005 and 2004, these
expenditures were $0 and 23,062, respectively. Commencing in August 2005, this
individual was retained as an employee of the Company.
15. INTRALASE INITIAL PUBLIC OFFERING
In October 1997, Escalon licensed its intellectual laser properties to
IntraLase in exchange for an equity interest of 252,535 shares of common stock
(as adjusted for splits), as well as royalties on future product sales. The
Company has historically accounted for these shares as having a $0 basis because
a readily determinable market value was previously not available. On October 7,
2004, IntraLase announced the initial public offering of shares of its common
stock at a price of $13.00 per share. The shares of common stock were restricted
for a period of less than one year and were permitted to be sold after April 6,
2005 pursuant to a certain Fourth Amended Registration Rights Agreement between
the Company and IntraLase. The Company sold 191,000 shares of IntraLase common
stock in May 2005 at $17.9134 per share resulting in net proceeds, after fees
and commissions, of $3,411,761. As of June 30, 2005, the Company's remaining
61,535 shares of IntraLase were classified as available-for-sale securities and
had a market value of $1,207,317.
On July 8, 2005, Company sold an additional 58,535 shares of IntraLase
common stock at $19.8226 per share resulting in gross proceeds of $1,160,316.
After paying broker commissions and other fees of $2,980, the Company received
net proceeds of $1,157,336. The net proceeds from the sale were recorded in
other income and expense. The Company's remaining 3,000 shares of IntraLase at
December 31, 2005 are classified as available-for-sale securities and had a
market value of $53,490.
16. MRP GROUP ACQUISITION
On October 14, 2005, the Company announced that its subsidiary, EMI, signed
a letter of intent to acquire substantially all of the assets of MRP Group, Inc.
("MRP") in exchange for 250,000 shares of the Company's common stock and
approximately $50,000 in cash. The transaction closed on January 30, 2006. MRP
was a privately held ophthalmic technology solutions provider that currently
offers two retinal imaging systems and has approximately 200 systems installed
at leading medical and retinal care centers. Subsequent to closing, the
operating results of MRP will be included in the consolidated results of the
Company (commencing in the Company's third quarter of fiscal 2006), and MRP will
become part of the Medical/Trek/EMI business unit.
17. ANKA CO-MARKETING AGREEMENT AND SUBSEQUENT EVENT
On October 11, 2005 the Company signed a non-exclusive co-marketing
agreement with privately held Anka, a provider of web-based connectivity
solutions for the ophthalmic physician. Anka's connectivity solutions are used
in major eye healthcare centers and provide seamless integration of data from
various clinical modalities commonly used in eye healthcare settings. Upon
closing of the MRP acquisition, the co-marketing agreement will enable Escalon
to jointly market its existing digital imaging hardware and MRP's digital
imaging hardware with Anka's connectivity solutions. By integrating the sales
and marketing efforts, the alliance should provide economies of operation and a
greater market reach. Anka is an early stage privately held company located in
the Washington D.C. area.
In connection with the co-marketing agreement, Company extended a $300,000
loan in October 2005 and an additional loan of $100,000 in January 2006,
pursuant to demand notes, to Anka. Under the terms of these notes, repayment is
due within six months after written demand or immediately upon an event of
default.
21
Drew entered into a license agreement with the Institute of Child Health
(ICH) on May 10, 1993 to use ICH's intellectual property to manufacture, lease,
sell, use and sublicense certain products and all related consumables used
therein in the testing of blood and fluids. Under the license agreement Drew was
to pay royalties to ICH on the products and consumables. On January 23, 2006,
the Company received a letter form ICH alleging that Drew has failed to remit
certain moneys due under the license agreement and has sought an accounting to
determine such amount due. Drew is reviewing this matter with legal counsel and
disputes the allegations for nonpayment.
22
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EXECUTIVE OVERVIEW - SIX-MONTH PERIOD ENDED DECEMBER 31, 2005
The following highlights are discussed in further detail within this
report. The reader is encouraged to read this report in its entirety to gain a
more complete understanding of factors impacting Company performance and
financial condition.
- On July 23, 2004, Escalon acquired 67% of the outstanding ordinary
shares of Drew pursuant to the Company's exchange offer for all of the
outstanding ordinary shares of Drew, and since that date has acquired
all of the Drew shares. The Company has been operating Drew as a
separate business unit since its acquisition and its results of its
operations are included in the "Management's Discussion and Analysis
or Plan of Operation" for all periods since the acquisition in July
2004. Prior to the acquisition, Drew's ability to obtain raw materials
and components was severely restricted due to prolonged liquidity
constraints. These constraints were pervasive throughout all of Drew's
locations and affected all aspects of Drew's operations. Escalon's
operational priorities with respect to Drew have been to stabilize and
increase Drew's revenue base and to infuse Drew with working capital
in the areas of manufacturing, sales and marketing and product
development in an effort to remove the pre-acquisition liquidity
constraints.
- In connection with the acquisition of Drew, the Company issued 900,000
shares of its common stock during the fiscal year ended June 30, 2005,
of which 841,686 shares were issued in the six- month period ended
December 31, 2004. The balance of the shares were issued in the
six-month period ended June 30, 2005.
- Product revenue increased approximately 31.0% during the six-month
period ended December 31, 2005 as compared to the same period last
fiscal year. The increase is primarily related to strong sales in the
Company's Drew, Sonomed and Vascular business units. Sales at these
business units increased approximately 51.5%, 8.1% and 27.8%,
respectively, during the six- month period ended December 31, 2005
when compared to the same period last fiscal year.
- During July 2005, the Company sold 58,555 shares of IntraLase common
stock that had originally been received by the Company in connection
with the license of its laser properties to IntraLase in 1997 (see
note 15 to the notes to the condensed consolidated financial
statements). The stock was sold at $19.8226 per share and yielded net
proceeds of $1,157,336 after the payment of brokers' commissions and
other fees. The net proceeds were recorded as other income in the
six-month period ended December 31, 2005.
- Other revenue decreased approximately $117,000 or 9.4 % during the
six-month period ended December 31, 2005 as compared to the same
period last fiscal year. The decrease primarily relates to a decrease
in royalty payments received from Bauch & Lomb in connection with the
Silicone Oil Product line. During the six-month periods ended December
31, 2005 and 2004, approximately 1.4% and 6.5%, respectively, of the
Company's revenue was received from the Bauch & Lomb contract, which
expired in August 2005. Accordingly, the Company will receive no
additional revenue related to this contract. The decrease in royalties
from Bauch & Lomb were partially offset by increases in royalties from
both IntraLase and Bio Rad.
- Cost of goods sold as a percentage of product revenue decreased
slightly to approximately 56.1% of revenues during the six-month
period ended December 31, 2005, as compared to approximately 57.9% of
product revenue for the same period last fiscal year. Gross margins in
the Drew business unit, while improving in both the three and
six-month periods ended December 31, 2005 as compared to the same
period in the prior fiscal year, have historically been lower than
those in the Company's other business units. The aggregate cost of
goods sold as a percentage of product revenue of the Sonomed, Vascular
and Medical/Trek/EMI business units during the six-month
23
period ended December 31, 2005 decreased to approximately 49.3% of
product revenue from approximately 51% in the same period last fiscal
year.
- Operating expenses, increased approximately 44.7% during the six-month
period ended December 31, 2005 as compared to the same period in the
prior fiscal year. During the six-month period ended December 31,
2005, the Company incurred higher personnel costs to support the
growth in the Company's business operations, higher advertising,
marketing, travel and trade show costs related to the higher sales
volumes and planned integration of the MRP Group product line with the
EMI business line, the introduction of new products at Sonomed, the
planned introduction of new products in other business units, and the
continued emphasis to increase sales, especially in international
markets. The MRP Group acquisition closed on January 30, 2006, see
note 16 to the condensed consolidated financial statements. Research
and development costs also increased to support introductions and
planned introductions of new and or enhanced products, especially in
the Drew and Sonomed business units. In addition, the Company
continues to experience a high amount of legal and accounting fees
primarily related to IntraLase litigation costs, increased auditor's
fees in proportion to the increase in the Company's size due to the
acquisition of Drew and initial costs related to compliance with the
Sarbanes-Oxley Act of 2002. While the Company expects these legal,
accounting and compliance expenses to impact earnings in the near
term, it does not believe that all of these expenses will continue in
the future at such high levels.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
Certain statements contained in, or incorporated by reference in, this
report are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, which
provide current expectations or forecasts of future events. Such statements can
be identified by the use of terminology such as "anticipate," "believe,"
"could," "estimate," "expect," "forecast," "intend," "may," "plan," "possible,"
"project," "should," "will," and similar words or expressions. The Company's
forward-looking statements include certain information relating to general
business strategy, growth strategies, financial results, liquidity, product
development, the introduction of new products, the potential markets and uses
for the Company's products, the Company's regulatory filings with the FDA,
acquisitions, the development of joint venture opportunities, the loss of
revenue due to the expiration on termination of certain agreements, the effect
of competition on the structure of the markets in which the Company competes and
defending the Company in litigation matters. The reader must carefully consider
forward-looking statements and understand that such statements involve a variety
of risks and uncertainties, known and unknown, and may be affected by
assumptions that fail to materialize as anticipated. Consequently, no
forward-looking statement can be guaranteed, and actual results may vary
materially. It is not possible to foresee or identify all factors affecting the
Company's forward-looking statements, and the reader therefore should not
consider the following list of such factors to be an exhaustive statement of all
risks, uncertainties or potentially inaccurate assumptions.
The Company cautions the reader to consider carefully these factors as well
as the specific factors discussed with each specific forward-looking statement
in this quarterly report and in the Company's other filings with the SEC. In
some cases, these factors have impacted, and in the future (together with other
unknown factors) could impact the Company's ability to implement the Company's
business strategy and may cause actual results to differ materially from those
contemplated by such forward-looking statements. Any expectation, estimate or
projection contained in a forward-looking statement may not be achieved.
The Company also cautions the reader that forward-looking statements speak
only as of the date made. The Company undertakes no obligation to update any
forward-looking statement, but investors are advised to consult any further
disclosures by the Company on this subject in the Company's filings with the
SEC, in which the Company discusses in more detail various important factors
that could cause actual results to differ from expected or historical results.
Although it is not possible to create a comprehensive list of all factors that
may cause actual results to differ from the Company's forward-looking
statements, the most important factors include, without limitation, the
following:
24
ANY ACQUISITIONS, STRATEGIC ALLIANCES, JOINT VENTURES AND DIVESTITURES THAT
THE COMPANY EFFECTS COULD RESULT IN FINANCIAL RESULTS THAT DIFFER FROM
MARKET EXPECTATIONS.
In the normal course of business, the Company engages in discussions with
third parties regarding possible acquisitions, strategic alliances, joint
ventures and divestitures. As a result of any such transactions, the Company's
financial results may differ from the investment community's expectations in a
given quarter. In addition, acquisitions and alliances may require the Company
to integrate a different company culture, management team, business
infrastructure, accounting systems and financial reporting systems, although
such acquisitions or alliances may not occur. The Company may have difficulty
developing, manufacturing and marketing the products of a newly acquired company
in a way that enhances the performance of the Company's combined businesses or
product lines to realize the value from expected synergies. Depending on the
size and complexity of an acquisition, the Company's successful integration of
the entity depends on a variety of factors including the retention of key
employees and the management of facilities and employees in separate
geographical areas. These efforts require varying levels of management
resources, which may divert the Company's attention from other business
operations. The Company acquired Drew during the first quarter of fiscal 2005.
Drew does not have a history of producing positive operating cash flows and, as
a result, at the time of acquisition, was operating under financial constraints
and was under-capitalized and is expected to negatively impact the Company's
financial results in the short-term. As Drew is integrated into the Company,
management will be working to reverse the situation, while at the same time
seeking to strengthen Drew's market position. Escalon loaned approximately
$7,949,000 to Drew. The funds have been primarily used to procure components to
build up inventory to support the manufacturing process, to pay off accounts
payable and debt of Drew, and to expand the sales and marketing and research and
development efforts, to fund new product development and underwrite operating
losses since its acquisition. Escalon anticipates that further working capital
will likely be required by Drew. If the Company does not realize the expected
benefits or synergies of such transactions, the Company's consolidated financial
position, results of operations and stock price could be negatively impacted.
Also, the Company's results may be adversely impacted because of
acquisition-related costs, amortization costs for certain intangible assets and
impairment losses related to goodwill in connection with such transactions.
COSTS ASSOCIATED WITH INTRALASE LITIGATION MAY ADVERSELY IMPACT EARNINGS IN
THE NEAR TERM.
Escalon is cognizant of the escalating legal expenses and costs associated
with the IntraLase matter. Escalon, however, is taking all necessary actions to
protect its rights and interests under the License Agreement. Escalon expects
expenses associated with this litigation to adversely impact earnings in the
near term.
THE COMPANY'S RESULTS FLUCTUATE FROM QUARTER TO QUARTER.
The Company has experienced quarterly fluctuations in operating results and
anticipates continued fluctuations in the future. A number of factors contribute
to these fluctuations:
- Acquisitions, such as Drew, and subsequent integration of the acquired
company, although such acquisitions may not occur;
- The timing and expense of new product introductions by the Company or
its competitors, although the Company might not successfully develop
new products and any such new products may not gain market acceptance;
- The cancellation or delays in the purchase of the Company's products;
- Fluctuations in customer demand for the Company's products;
- Fluctuations in royalty income;
- The gain or loss of significant customers;
- Changes in the mix of products sold by the Company;
- Competitive pressures on prices at which the Company can sell its
products; and
- Announcements of new strategic relationships by the Company or its
competitors.
25
The Company sets its spending levels in advance of each quarter based, in
part, on the Company's expectations of product orders and shipments during that
quarter. A shortfall in revenue, therefore, in any particular quarter as
compared to the Company's plan could have a material adverse impact on the
Company's results of operations and cash flows. Also, the Company's quarterly
results could fluctuate due to general market conditions in the healthcare
industry or global economy generally, or market volatility unrelated to the
Company's business and operating results.
FAILURE OF THE MARKET TO ACCEPT THE COMPANY'S PRODUCTS COULD ADVERSELY
IMPACT THE COMPANY'S BUSINESS AND FINANCIAL CONDITION.
The Company's business and financial condition will depend in part upon the
market acceptance of the Company's products. The Company's products may not
achieve market acceptance. Market acceptance depends on a number of factors
including:
- The price of the products;
- The receipt of regulatory approvals for multiple indications;
- The establishment and demonstration of the clinical safety and
efficacy of the Company's products; and
- The advantages of the Company's products over those marketed by the
Company's competitors.
Any failure to achieve significant market acceptance of the Company's
products will have a material adverse impact on the Company's business.
THE COMPANY NO LONGER RECEIVES REVENUE FROM THE SALE OF SILICONE OIL BY
BAUSCH & LOMB WHICH EXPIRED ON AUGUST 12, 2005.
The Company received approximately 1.4% and 6.5% of its net revenue during
the six-month periods ended December 31, 2005 and 2004, respectively, from
Bausch & Lomb's sales of Silicone Oil. The Company was entitled to receive this
revenue from Bausch & Lomb, in varying amounts, through August 12, 2005. The
Company will not receive any future revenue related to the Silicone Oil royalty
as the contract expired on August 12, 2005.
THE COMPANY'S PRODUCTS ARE SUBJECT TO STRINGENT ONGOING REGULATION BY THE
FDA AND SIMILAR HEALTH CARE REGULATORY AUTHORITIES, AND IF THE FDA'S
APPROVALS OR CLEARANCES OF THE COMPANY'S PRODUCTS ARE RESTRICTED OR
REVOKED, THE COMPANY COULD FACE DELAYS THAT WOULD IMPAIR THE COMPANY'S
ABILITY TO GENERATE FUNDS FROM OPERATIONS.
The FDA and similar health care regulatory authorities in foreign countries
extensively regulate the Company's activity. The Company must obtain either
510(K) clearances or pre-market approvals and new drug application approvals
prior to marketing a product in the United States. Foreign regulation also
requires that the Company obtain other approvals from foreign government
agencies prior to the sale of products in those countries. Also, the Company may
be required to obtain FDA approval before exporting a product or device that has
not received FDA marketing clearance or approval.
The Company has received the necessary FDA approvals for all products that
the Company currently markets in the United States. Any restrictions on or
revocation of the FDA approvals and clearances that the Company has obtained,
however, would prevent the continued marketing of the impacted products and
other devices. The restrictions or revocations could result from the discovery
of previously unknown problems with the product. Consequently, FDA revocation
would impair the Company's ability to generate funds from operations.
The FDA and comparable agencies in state and local jurisdictions and in
foreign countries impose substantial requirements upon the manufacturing and
marketing of pharmaceutical and medical device equipment and related
disposables, including the obligation to adhere to the FDA's Good Manufacturing
Practice regulations. Compliance with these regulations requires time-consuming
detailed validation of manufacturing and quality control processes, FDA periodic
inspections and other procedures. If the FDA
26
finds any deficiencies in the validation processes, for example, the FDA may
impose restrictions on marketing the specific products until such deficiencies
are corrected.
The Company has received CE approval on several of the Company's products
that allows the Company to sell the products in the countries comprising the
European community. In addition to the CE mark, however, some foreign countries
may require separate individual foreign regulatory clearances. The Company may
not be able to obtain regulatory clearances for other products in the United
States or foreign markets.
The process for obtaining regulatory clearances and approvals underlying
clinical studies for any new products or devices and for multiple indications
for existing products is lengthy and will require substantial commitments of
Escalon's financial resources and Escalon's management's time and effort. Any
delay in obtaining clearances or approvals or any changes in existing regulatory
requirements would materially adversely impact the Company's business.
Escalon's failure to comply with the applicable regulations would subject
the Company to fines, delays or suspensions of approvals or clearances, seizures
or recalls of products, operating restrictions, injunctions or civil or criminal
penalties, which would adversely impact the Company's business, financial
condition and results of operations.
THE SUCCESS OF COMPETITIVE PRODUCTS COULD HAVE AN ADVERSE IMPACT ON THE
COMPANY'S BUSINESS.
The Company faces intense competition in the medical device and
pharmaceutical markets, which are characterized by rapidly changing technology,
short product life cycles, cyclical oversupply and rapid price erosion. Many of
the Company's competitors have substantially greater financial, technical,
marketing, distribution and other resources. The Company's strategy is to
compete primarily on the basis of technological innovation, reliability, quality
and price of the Company's products. Without timely introductions of new
products and enhancements, the Company's products will become technologically
obsolete over time, in which case the Company's revenues and operating results
would suffer. The success of the Company's new product offerings will depend on
several factors, including the Company's ability to:
- Properly identify customer needs;
- Innovate and develop new technologies, services and applications;
- Establish adequate product distribution coverage;
- Obtain and maintain required regulatory approvals from the FDA and
other regulatory agencies;
- Protect the Company's intellectual property;
- Successfully commercialize new technologies in a timely manner;
- Manufacture and deliver the Company's products in sufficient volumes
on time;
- Differentiate the Company's offerings from the offerings of the
Company's competitors;
- Price the Company's products competitively;
- Anticipate competitors' announcements of new products, services or
technological innovations; and
- Anticipate general market and economic conditions.
The Company cannot ensure that the Company will be able to compete
effectively in the competitive environments in which the Company operates.
THE COMPANY'S PRODUCTS EMPLOY PROPRIETARY TECHNOLOGY, AND THIS TECHNOLOGY
MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
The Company holds several United States and foreign patents for the
Company's products. Other parties, however, hold patents relating to similar
products and technologies. If patents held by others were adjudged valid and
interpreted broadly in an adversarial proceeding, the court or agency could deem
them
27
to cover one or more aspects of the Company's products or procedures. Any claims
for patent infringements or claims by the Company for patent enforcement would
consume time, result in costly litigation, divert technical and management
personnel or require the Company to develop non-infringing technology or enter
into royalty or licensing agreements. The Company cannot be certain that the
Company will not be subject to one or more claims for patent infringement, that
the Company would prevail in any such action or that the Company's patents will
afford protection against competitors with similar technology.
If a court determines that any of the Company's products infringes,
directly or indirectly, on a patent in a particular market, the court may enjoin
the Company from making, using or selling the product. Furthermore, the Company
may be required to pay damages or obtain a royalty-bearing license, if
available, on acceptable terms.
LACK OF AVAILABILITY OF KEY SYSTEM COMPONENTS COULD RESULT IN DELAYS,
INCREASED COSTS OR COSTLY REDESIGN OF THE COMPANY'S PRODUCTS.
Although some of the parts and components used to manufacture the Company's
products are available from multiple sources, the Company currently purchases
most of the Company's components from single sources in an effort to obtain
volume discounts. Lack of availability of any of these parts and components
could result in production delays, increased costs, or costly redesign of the
Company's products. Any loss of availability of an essential component could
result in a material adverse change to Escalon's business, financial condition
and results of operations. Some of the Company's suppliers are subject to the
FDA's Good Manufacturing Practice regulations. Failure of these suppliers to
comply with these regulations could result in the delay or limitation of the
supply of parts or components to the Company, which would adversely impact the
Company's financial condition and results of operations.
THE COMPANY'S ABILITY TO MARKET OR SELL THE COMPANY'S PRODUCTS MAY BE
ADVERSELY IMPACTED BY LIMITATIONS ON REIMBURSEMENTS BY GOVERNMENT PROGRAMS,
PRIVATE INSURANCE PLANS AND OTHER THIRD PARTY PAYORS.
The Company's customers bill various third party payors, including
government programs and private insurance plans, for the health care services
provided to their patients. Third party payors may reimburse the customer,
usually at a fixed rate based on the procedure performed, or may deny
reimbursement if they determine that the use of the Company's products was
elective, unnecessary, inappropriate, not cost-effective, experimental or used
for a non-approved indication. Third party payors may deny reimbursement
notwithstanding FDA approval or clearance of a product and may challenge the
prices charged for the medical products and services. The Company's ability to
sell the Company's products on a profitable basis may be adversely impacted by
denials of reimbursement or limitations on reimbursement, compared with
reimbursement available for competitive products and procedures. New legislation
that further reduces reimbursements under the capital cost pass-through system
utilized in connection with the Medicare program could also adversely impact the
marketing of the Company's products.
FUTURE LEGISLATION OR CHANGES IN GOVERNMENT PROGRAMS MAY ADVERSELY IMPACT
THE MARKET FOR THE COMPANY'S PRODUCTS.
In the past several years, the federal government and Congress have made
proposals to change aspects of the delivery and financing of health care
services. The Company cannot predict what form any future legislation may take
or its impact on the Company's business. Legislation that sets price limits and
utilization controls adversely impact the rate of growth of the markets in which
the Company participates. If any future health care legislation were to
adversely impact those markets, the Company's product marketing could also
suffer, which would adversely impact the Company's business.
THE COMPANY MAY BECOME INVOLVED IN PRODUCT LIABILITY LITIGATION, WHICH MAY
SUBJECT THE COMPANY TO LIABILITY AND DIVERT MANAGEMENT ATTENTION.
28
The testing and marketing of the Company's products entails an inherent
risk of product liability, resulting in claims based upon injuries or alleged
injuries or a failure to diagnose associated with a product defect. Some of
these injuries may not become evident for a number of years. Although the
Company is not currently involved in any product liability litigation, the
Company may be party to litigation in the future as a result of an alleged
claim. Litigation, regardless of the merits of the claim or outcome, could
consume a great deal of the Company's time and attention away from the Company's
core businesses. The Company maintains limited product liability insurance
coverage of $1,000,000 per occurrence and $2,000,000 in the aggregate, with
umbrella policy coverage of $5,000,000 in excess of such amounts. A successful
product liability claim in excess of any insurance coverage may adversely impact
the Company's financial condition and results of operations. The Company's
product liability insurance coverage may not continue to be available to the
Company in the future on reasonable terms or at all.
THE COMPANY'S INTERNATIONAL OPERATIONS COULD BE ADVERSELY IMPACTED BY
CHANGES IN LAWS OR POLICIES OF FOREIGN GOVERNMENTAL AGENCIES AND SOCIAL AND
ECONOMIC CONDITIONS IN THE COUNTRIES IN WHICH THE COMPANY OPERATES.
The Company derives a portion of its revenue from sales outside the United
States. Changes in the laws or policies of governmental agencies, as well as
social and economic conditions, in the countries in which the Company operates
could impact the Company's business in these countries and the Company's results
of operations. Also, economic factors, including inflation and fluctuations in
interest rates and foreign currency exchange rates, and competitive factors such
as price competition, business combinations of competitors or a decline in
industry sales from continued economic weakness, both in the United States and
other countries in which the Company conducts business, could adversely impact
the Company's results of operations.
THE COMPANY IS DEPENDENT ON ITS MANAGEMENT AND KEY PERSONNEL TO SUCCEED.
The Company's principal executive officers and technical personnel have
extensive experience with the Company's products, the Company's research and
development efforts, the development of marketing and sales programs and the
necessary support services to be provided to the Company's customers. Also, the
Company competes with other companies, universities, research entities and other
organizations to attract and retain qualified personnel. The loss of the
services of any of the Company's executive officers or other technical
personnel, or the Company's failure to attract and retain other skilled and
experienced personnel, could have a material adverse impact on the Company's
ability to maintain or expand businesses.
THE MARKET PRICE OF THE COMPANY'S STOCK HAS HISTORICALLY BEEN VOLATILE, AND
THE COMPANY HAS NOT PAID CASH DIVIDENDS.
The volatility of the Company's common stock imposes a greater risk of
capital losses on shareholders as compared to less volatile stocks. In addition,
such volatility makes it difficult to ascribe a stable valuation to a
shareholder's holdings of the Company's common stock. The following factors have
and may continue to have a significant impact on the market price of the
Company's common stock:
- Any acquisitions, strategic alliances, joint ventures and divestitures
that the Company effects;
- Announcements of technological innovations;
- Changes in marketing, product pricing and sales strategies or new
products by the Company's competitors;
- Changes in domestic or foreign governmental regulations or regulatory
requirements; and
- Developments or disputes relating to patent or proprietary rights and
public concern as to the safety and efficacy of the procedures for
which the Company's products are used.
Moreover, the possibility exists that the stock market, and in particular
the securities of technology companies such as Escalon, could experience extreme
price and volume fluctuations unrelated to operating performance.
29
The Company has not paid cash dividends on its common stock and does not
anticipate paying cash dividends in the foreseeable future.
THE IMPACT OF TERRORISM OR ACTS OF WAR COULD HAVE A MATERIAL ADVERSE IMPACT
ON THE COMPANY'S BUSINESS.
Terrorist acts or acts of war, whether in the United States or abroad,
could cause damage or disruption to the Company's operations, its suppliers,
channels to market or customers, or could cause costs to increase, or create
political or economic instability, any of which could have a material adverse
impact on the Company's business.
THE COMPANY'S CHARTER DOCUMENTS AND PENNSYLVANIA LAW MAY INHIBIT A
TAKEOVER.
Certain provisions of Pennsylvania law and the Company's Bylaws could delay
or impede the removal of incumbent directors and could make it more difficult
for a third party to acquire, or discourage a third party from attempting to
acquire, control of the Company. These provisions could limit the share price
that certain investors might be willing to pay in the future for shares of the
Company's common stock. The Company's Board of Directors is divided into three
classes, with directors in each class elected for three-year terms. The Bylaws
impose various procedural and other requirements that could make it more
difficult for shareholders to effect certain corporate actions. The Company's
Board of Directors may issue shares of preferred stock without shareholder
approval on such terms and conditions, and having such rights, privileges and
preferences, as the Board may determine. The rights of the holders of common
stock will be subject to, and may be adversely impacted by, the rights of the
holders of any preferred stock that may be issued in the future. The Company has
no current plans to issue any shares of preferred stock.
COMPANY OVERVIEW
The following discussion should be read in conjunction with interim
condensed consolidated financial statements and the notes thereto, which are set
forth elsewhere in this report.
The Company operates in the healthcare market specializing in the
development, manufacture, marketing and distribution of medical devices and
pharmaceuticals in the areas of ophthalmology, diabetes, hematology and vascular
access. The Company and its products are subject to regulation and inspection by
the FDA. The FDA requires extensive testing of new products prior to sale and
has jurisdiction over the safety, efficacy and manufacture of products, as well
as product labeling and marketing. The Company's Internet address is
www.escalonmed.com.
In February 1996, the Company acquired substantially all of the assets and
certain liabilities of 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 ultra fast 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
property to IntraLase, in return for an equity interest and future royalties on
sales of products. IntraLase undertook responsibility for funding and developing
the laser technology through to commercialization. IntraLase began selling
products related to the laser technology during fiscal 2002 and announced its
initial public offering of its common stock in October 2004. See Notes 10, 11
and 15 to Condensed Consolidated Financial Statements for further information.
The Company is in dispute with IntraLase over royalty payments owed to the
Company. See Part II, Item 1, "Legal Proceedings" and Note 11 of the Notes to
Condensed Consolidated Financial Statements for further information.
To further diversify its product portfolio, in January 1999, the Company's
Vascular subsidiary acquired the vascular access product line from Endologix,
formerly Radiance Medical Systems, Inc. Vascular's products use Doppler
technology to aid medical personnel in locating arteries and veins in difficult
circumstances. Currently, this product line is concentrated in the cardiac
catheterization market. In January 2000, the Company purchased Sonomed, a
privately held manufacturer of ophthalmic ultrasound diagnostic equipment.
30
On July 23, 2004, Escalon acquired 67% of the outstanding ordinary shares
of Drew, a United Kingdom company, pursuant to the Company's exchange offer for
all of the outstanding ordinary shares of Drew, and since that date has acquired
all of the Drew shares. Drew is a diagnostics company specializing in the
design, manufacture and distribution of instruments for blood cell counting and
blood analysis. Drew is focused on providing instrumentation and consumables for
the physician office and veterinary office laboratories. Drew also supplies the
reagent and other consumable materials needed to operate the instruments.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements requires management to make
estimates and assumptions that impact amounts reported therein. The most
significant of those involve the application for SFAS 142, discussed further in
Note 7 of the Notes to the Condensed Consolidated Financial Statements included
in this report. The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America, and,
as such, include amounts based on informed estimates and judgments of
management. For example, estimates are used in determining valuation allowances
for deferred income taxes, uncollectible receivables, obsolete inventory, sales
returns and rebates and purchased intangible assets. Actual results achieved in
the future could differ from current estimates. The Company used what it
believes are reasonable assumptions and, where applicable, established valuation
techniques in making its estimates.
REVENUE RECOGNITION
The Company recognizes revenue from the sale of its products at the time of
shipment, when title and risk of loss transfer. The Company provides products to
its distributors at agreed wholesale prices and to the balance of its customers
at set retail prices. Distributors can receive discounts for accepting high
volume shipments. The discounts are reflected immediately in the net invoice
price, which is the basis for revenue recognition. No further material discounts
are given.
The Company's considerations for recognizing revenue upon shipment of
product to a distributor are based on the following:
- Persuasive evidence that an arrangement (purchase order and sales
invoice) exists between a willing buyer (distributor) and the Company
that outlines the terms of the sale (company information, quantity of
goods, purchase price and payment terms). The buyer (distributor) does
not have an immediate right of return.
- Shipping terms are ex-factory shipping point. At this point the buyer
(distributor) takes title to the goods and is responsible for all
risks and rewards of ownership, including insuring the goods as
necessary.
- The Company's price to the buyer (distributor) is fixed and
determinable as specifically outlined on the sales invoice. The sales
arrangement does not have customer cancellation or termination
clauses.
- The buyer (distributor) places a purchase order with the Company; the
terms of the sale are cash, COD or credit. Customer credit is
determined based on the Company's policies and procedures related to
the buyer's (distributor's) creditworthiness. Based on this
determination, the Company believes that collectibility is reasonably
assured.
The Company assesses collectibility based on creditworthiness of the
customer and past transaction history. The Company performs ongoing credit
evaluations of its customers and does not require collateral from its customers.
For many of the Company's international customers, the Company requires an
irrevocable letter of credit to be issued by the customer before the purchase
order is accepted.
VALUATION OF INTANGIBLE ASSETS
31
Escalon annually evaluates for impairment its intangible assets and
goodwill in accordance with SFAS 142, "Goodwill and Other Intangible Assets," or
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. These intangible assets include goodwill, trademarks and
trade names. Factors the Company considers important that could trigger an
impairment review include significant under-performance relative to historical
or projected future operating results or significant negative industry or
economic trends. If these criteria indicate that the value of the intangible
asset may be impaired, an evaluation of the recoverability of the net carrying
value of the asset is made. If this evaluation indicates that the intangible
asset is not recoverable, the net carrying value of the related intangible asset
will be reduced to fair value. Any such impairment charge could be significant
and could have a material adverse impact on the Company's financial statements
if and when an impairment charge is recorded. No impairment losses were recorded
for goodwill, trademarks and trade names during any of the periods presented
based on these evaluations.
INCOME/(LOSS) PER SHARE
The Company computes net income/(loss) per share under the provisions of
SFAS No. 128, Earnings per Share (SFAS 128), and Staff Accounting Bulletin, No.
98 (SAB 98).
Under the provisions of SFAS 128 and SAB 98, basic and diluted net
income/(loss) per share is computed by dividing the net income/(loss) for the
period by the weighted average number of shares of common stock outstanding
during the period. The calculation of diluted net income/(loss) per share
excludes potential common shares if the effect is anti-dilutive. Basic earnings
per share are computed by dividing net income/(loss) by the weighted average
number of shares of common stock outstanding during the period. Diluted earnings
per share are determined in the same manner as basic earnings per share, except
that the number of shares is increased by assuming exercise of dilutive stock
options and warrants using the treasury stock method.
TAXES
Estimates of taxable income of the various legal entities and jurisdictions
are used in the tax rate calculation. Management uses judgment in estimating
what the Company's income will be for the year. Since judgment is involved,
there is a risk that the tax rate may significantly increase or decrease in any
period.
In determining income (loss) for financial statement purposes, management
must make certain estimates and judgments. These estimates and judgments occur
in the calculation of certain tax liabilities and in the determination of the
recoverability of certain of the deferred tax assets, which arise from temporary
differences between the tax and financial statement recognition of revenue and
expense. SFAS 109 also requires that the deferred tax assets be reduced by a
valuation allowance, if based on the available evidence, it is more likely than
not that all or some portion of the recorded deferred tax assets will not be
realized in future periods.
In evaluating the Company's ability to recover the Company's deferred tax
assets, management considers all available positive and negative evidence
including the Company's past operating results, the existence of cumulative
losses and near-term forecasts of future taxable income that is consistent with
the plans and estimates management is using to manage the underlying businesses.
Through December 31, 2005, the Company has recorded a full valuation
allowance against the Company's net operating losses due to the uncertainty of
their realization as a result of the Company's earnings history, the number of
years the Company's net operating losses and tax credits can be carried forward,
the existence of taxable temporary differences and near-term earnings
expectations. The amount of the valuation allowance could decrease if facts and
circumstances change that materially increase taxable income prior to the
expiration of the loss carry forwards. Any reduction would reduce (increase) the
income tax expense (benefit) in the period such determination is made by the
Company.
THREE AND SIX-MONTH PERIODS ENDED DECEMBER 31, 2005 AND 2004
32
The following table shows consolidated product revenue by business segment
as well as identifying trends in business segment product revenues for the three
and six-month periods ended December 31, 2005 and 2004. Table amounts are in
thousands:
THREE MONTH PERIOD ENDED SIX MONTH PERIOD ENDED
DECEMBER 31, DECEMBER 31,
-------------------------- ----------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
------ ------ -------- ------- ------- --------
PRODUCT REVENUE:
Drew $3,490 $2,841 22.8% $ 7,201 $ 4,754 51.5%
Sonomed 2,003 1,872 7.0% 3,801 3,517 8.1%
Vascular 886 721 22.9% 1,810 1,416 27.8%
Medical/Trek/EMI 467 308 51.6% 797 701 13.7%
------ ------ ---- ------- ------- ----
TOTAL $6,846 $5,742 19.2% $13,609 $10,388 31.0%
====== ====== ==== ======= ======= ====
Product revenue increased approximately $1,104,000 or 19.2%, to $6,846,000
during the three-month period ended December 31, 2005 as compared to the same
period last fiscal year. In the Drew business unit, product revenue increased
$649,000 or 22.8% as compared to the same period last fiscal year. The increase
is due primarily to the increased sale in the domestic market of diabetics and
hematology instruments, which offset a small decrease in international sales of
instruments. Sales of instruments increased by approximately $600,000 in the
three-month period ended December 31, 2005 as compared to the same period last
prior year. Sales of spare parts and reagents and controls, which are used to
operate the instruments, were basically unchanged in the period, with sales of
spare parts increasing slightly and offsetting a slight decline in the sales of
reagents. In the Sonomed business unit, product revenue increased $131,000 or
7.0% as compared to the same period last fiscal year. The increase in product
revenue was primarily caused by an increase in sales of the Company's EZ AB scan
ultrasound systems and an increase in export sales, which were partially offset
by a decrease in domestic sales and in demand for the Company's pachymeter
product. The domestic market for pachymeters had previously expanded due to
enhanced techniques in glaucoma screening performed by optometrists, who had
historically not been users of the pachymeter. Domestic demand for the
pachymeter returned to historic levels during the fourth quarter of fiscal 2004
due to market saturation and increased price competition within the marketplace.
In the Vascular business unit, revenue increased $165,000, or 22.9%, to $886,000
during the three-month period ended December 31, 2005 as compared to the same
period last fiscal year. The increase in product revenue in the Vascular
business unit was primarily caused by an increase in direct sales to end users
by the Company's domestic sales team. These increases were partially offset by
decreases in revenue from the Company's distributor network and a slight
decrease in international sales. The Company terminated its relationship with
several of its distributors during the prior fiscal year. In the
Medical/Trek/EMI business unit, product revenue increased $159,000 or 51.6%, to
$467,000 during the three-month period ended December 31, 2005 as compared to
the same period last fiscal year. The increase in Medical/Trek/EMI product
revenue is primarily attributed to an increase in Trek in OEM revenue from
Bausch & Lomb and an increase in EMI in sales of digital imaging systems.
Product revenue increased approximately $3,221,000 or 31.0%, to $13,609,000
during the six-month period ended December 31, 2005 as compared to the same
period last fiscal year. In the Drew business unit, product revenue increased
$2,447,000 or 51.5 % as compared to the same period last fiscal year. The
increase is due primarily to the increased sale in both domestic and
international markets of diabetics and hematology instruments. Sales of
instruments increased by approximately $1,700,000 in the six-month period ended
December 31, 2005 as compared to the same period last prior year. Sales of spare
parts and reagents and controls, which are used to operate the instruments, also
increased during the period to support the increase in the installed base of the
related instruments. In the Sonomed business unit, product revenue increased
$284,000 or 8.1% as compared to the same period last fiscal year The increase in
product revenue was primarily caused by an increase in sales of the Company's EZ
AB scan ultrasound systems and an increase in export sales, which were partially
offset by a decrease in domestic sales and in
33
demand for the Company's pachymeter product. The domestic market for pachymeters
had previously expanded due to enhanced techniques in glaucoma screening
performed by optometrists, who had historically not been users of the
pachymeter. Domestic demand for the pachymeter returned to historic levels
during the fourth quarter of fiscal 2004 due to market saturation and increased
price competition within the marketplace. In the Vascular business unit, revenue
increased $394,000, or 27.8%, to $1,810,000 during the six-month period ended
December 31, 2005 as compared to the same period last fiscal year. The increase
in product revenue in the Vascular business unit was primarily caused by an
increase in direct sales to end users by the Company's domestic sales team.
These increases were partially offset by decreases in revenue from the Company's
distributor network. The Company terminated its relationship with several of its
distributors during the prior fiscal year. In the Medical/Trek/EMI business
unit, product revenue increased $96,000 or 13.7%, to $797,000 during the
six-month period ended December 31, 2005 as compared to the same period last
fiscal year. The increase in Medical/Trek/EMI product revenue is primarily
attributed to an increase in Trek in OEM revenue from Bausch & Lomb and an
increase in EMI in sales of digital imaging systems.
Other revenue decreased by approximately $131,000, or 22.0 %, to $464,000
during the three-month period ended December 31, 2005 as compared to the same
period last fiscal year. The decrease is primarily due to an approximately
$339,000 decrease in royalties received from Bausch & Lomb in connection with
their sales of Silicone Oil. The Company's contract with Bausch & Lomb called
for annual step-downs in the calculation of Silicone Oil revenue to be received
by the Company from 64% from August 13, 2003 to August 12, 2004 to 45% from
August 13, 2004 to August 12, 2005. The Company's contract with Bausch & Lomb
ended in August 2005, and accordingly, the Company received no royalties in the
three-month period ended December 31, 2005 and will receive no future royalties
under this agreement. See note 10 of the notes to the condensed consolidated
financial statements for a description of the step-down provisions under the
contract with Bausch & Lomb. Royalties from Bio-Rad related to an OEM agreement
between Bio-Rad and Drew also declined approximately $23,000 to $68,000 due to
lower sales of Drew's products in covered areas. While this agreement terminated
as of May 15, 2005, the parties have continued to operate under the terms of the
expired agreement pending negotiation of a potential extension and/or revision.
The decrease in royalties from Bausch & Lomb and Bio-Rad was partially offset by
an approximately $231,000 increase in royalty payments received from IntraLase
related to the licensing of the Company's intellectual laser technology.
IntraLase royalties increased partially due to a court order amending
IntraLase's method of calculating its royalty payments to the Company (see notes
10 and 11 to the condensed consolidated financial statements).
Other revenue decreased by approximately $117,000, or 9.4%, to $1,134,000
during the six-month period ended December 31, 2005 as compared to the same
period last fiscal year. The decrease is primarily due to an approximately
$552,000 decrease in royalties received from Bausch & Lomb in connection with
their sales of Silicone Oil. The Company's contract with Bausch & Lomb called
for annual step-downs in the calculation of Silicone Oil revenue to be received
by the Company from 64% from August 13, 2003 to August 12, 2004 to 45% from
August 13, 2004 to August 12, 2005. The Company's contract with Bausch & Lomb
ended in August 2005, and accordingly, the Company will receive no future
royalties under this agreement (See note 10 of the notes to the condensed
consolidated financial statements). The decrease in royalties from Bausch & Lomb
was partially offset by an approximately $384,000 increase in royalty payments
received from IntraLase related to the licensing of the Company's intellectual
laser technology. IntraLase royalties increased partially due to a court order
amending IntraLase's method of calculating its royalty payments to the Company
(see notes 10 and 11 to the condensed consolidated financial statements). An
increase in royalties of approximately $52,000 from Bio-Rad related to an OEM
agreement between Bio-Rad and Drew also contributed to partially offsetting the
Bausch & Lomb decline.
The following table presents consolidated cost of goods sold by reportable
business segment and as a percentage of related segment product revenues for the
three and six-month periods ended December 31, 2005 and 2004. Table amounts are
in thousands:
34
THREE MONTH PERIOD ENDED SIX MONTH PERIOD ENDED
DECEMBER 31, DECEMBER 31,
----------------------------- -----------------------------
2005 % 2004 % 2005 % 2004 %
------ ---- ------ ---- ------ ---- ------ ----
COST OF GOODS SOLD:
Drew $2,236 64.1% $1,903 67.0% $4,469 62.1% $3,158 66.4%
Sonomed 1,013 50.6% 839 44.8% 1,989 52.3% 1,698 48.3%
Vascular 347 39.2% 370 51.3% 658 36.4% 690 48.7%
Medical/Trek/EMI 287 61.5% 225 73.1% 512 64.2% 467 66.6%
------ ---- ------ ---- ------ ---- ------ ----
TOTAL $3,883 56.7% $3,337 58.1% $7,628 56.1% $6,013 57.9%
====== ==== ====== ==== ====== ==== ====== ====
Cost of goods sold totaled approximately $3,883,000, or 56.7% of product
revenue, for the three-month period ended December 31, 2005, as compared to
$3,337,000 or 58.1% of product revenue for the same period last fiscal year. The
increase is primarily due to the corresponding increase in revenues of 19.2%.
Cost of goods sold in the Drew business unit totaled $2,236,000 or 64.1% of
product revenue for the three-month period ended December 31, 2005 as compared
to $1,903,000 or 67.0% of product revenue for the same period last fiscal year.
The decrease is due to a decrease in material costs resulting from the easing of
pre acquisition liquidity constraints at Drew following its acquisition by
Escalon and operating efficiencies gained through both manufacturing changes
implemented post-acquisition and higher production volumes during the
three-month period ended December 31, 2005 as compared to the same period last
fiscal year. These benefits were partially offset by a change in product mix,
with sales of instruments representing a higher percentage of total sales in
current fiscal year period. Instrument sales historically have lower margins
than the sales of reagents and controls which are used to operate the
instruments.
Cost of goods sold in the Sonomed business unit totaled $1,013,000 or 50.6%
of product revenue for the three-month period ended December 31, 2005 as
compared to $839,000 or 44.8% of product revenue for the same period last fiscal
year. The primary reason for the increase was an increase in the percentage of
sales during the period which were international sales. The Company historically
experiences a lower selling price per unit on its international product sales.
Cost of goods sold in the Vascular business unit totaled $347,000, or 39.2% of
product revenue, for the three-month period ended December 31, 2005 as compared
to $370,000, or 51.3% of product revenue for the same period last fiscal year.
The primary factor affecting the decrease in cost of goods sold as a percentage
of product revenue was the increase in direct sales to end users and
corresponding decrease in sales through the Company's distributor network where
the Company generally experiences lower price per unit on its products. Cost of
goods sold in the Medical/Trek/EMI business unit totaled $287,000, or 61.5% of
product revenue, during the three-month period ended December 31, 2005 as
compared to $225,000, or 73.1% of product revenue, during the same period last
fiscal year. Fluctuations in Medical/Trek/EMI cost of goods sold primarily
emanates from product mix, which was primarily controlled by market demand.
Cost of goods sold totaled approximately $7,628,000 or 56.1 % of product
revenue, for the six-month period ended December 31, 2005, as compared to
$6,013,000 or 57.9% of product revenue for the same period last fiscal year. The
increase is primarily due to the corresponding increase in revenues of 31%
Cost of goods sold in the Drew business unit totaled $4,469,000 or 62.1% of
product revenue for the six-month period ended December 31, 2005 as compared to
$3,158,000 or 66.4% of product revenue for the same period last fiscal year. The
decrease is due to a decrease in material costs resulting from the easing of pre
acquisition liquidity constraints at Drew following its acquisition by Escalon
and operating efficiencies gained through both manufacturing changes implemented
post-acquisition and higher production volumes during the six-month period ended
December 31, 2005 as compared to the same period last fiscal year. These
benefits were partially offset by a change in product mix, with sales of
instruments representing a higher percentage of total sales in current fiscal
year period. Instrument sales historically have lower margins than the sales of
reagents and controls which are used to operate the instruments.
35
Cost of goods sold in the Sonomed business unit totaled $1,989,000 or 52.3%
of product revenue for the six-month period ended December 31, 2005 as compared
to $1,698,000 or 48.3% of product revenue for the same period last fiscal year.
The primary reason for the increase was an increase in the percentage of sales
during the period which were international sales. The Company historically
experiences a lower selling price per unit on its international product sales.
Cost of goods sold in the Vascular business unit totaled $658,000, or 36.4% of
product revenue, for the six-month period ended December 31, 2005 as compared to
$690,000, or 48.7% of product revenue for the same period last fiscal year. The
primary factor affecting the decrease in cost of goods sold as a percentage of
product revenue was the increase in direct sales to end users and corresponding
decrease in sales through the Company's distributor network where the Company
generally experiences lower price per unit on its products. Cost of goods sold
in the Medical/Trek/EMI business unit totaled $512,000 or 64.2% of product
revenue, during the six-month period ended December 31, 2005 as compared to
$467,000, or 66.6% of product revenue, during the same period last fiscal year.
Fluctuations in Medical/Trek/EMI cost of goods sold primarily emanates from
product mix, which was primarily controlled by market demand.
The following table presents consolidated marketing, general and
administrative expenses as well as identifying trends in business segment
marketing, general and administrative expenses for the three and six-month
periods ended December 31, 2005 and 2004. Table amounts are in thousands:
THREE MONTH PERIOD ENDED SIX MONTH PERIOD ENDED
DECEMBER 31, DECEMBER 31,
-------------------------- --------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
------ ------ -------- ------ ------ --------
MARKETING, GENERAL AND
ADMINISTRATIVE:
Drew $1,607 $1,137 41.3% $3,006 $1,936 55.3%
Sonomed 614 353 74.1% 1,130 677 67.0%
Vascular 435 356 22.2% 820 695 18.0%
Medical/Trek/EMI 1,171 1,071 9.4% 2,155 1,798 19.9%
------ ------ ---- ------ ------ ----
TOTAL $3,828 $2,917 31.2% $7,112 $5,106 39.3%
====== ====== ==== ====== ====== ====
Marketing, general and administrative expenses increased $911,000 or 31.2%,
to $3,828,000 during the three-month period ended December 31, 2005 as compared
to the same period last fiscal year. Marketing, general and administrative
expenses in the Drew business unit increased $470,000, or 41.3%, to $1,607,000
as compared to the same period last fiscal year. The increase is primarily due
to higher personnel (approximately $267,000) and travel, trade show and
advertising costs (approximately $189,000) related to improving the image of the
Drew brand with both customers and distributors, improving the product
distributor network and expanding the management team, which ultimately helped
contribute to the 22.8% increase in product revenue when compared to the
corresponding prior year period. Marketing, general and administrative expenses
in the Sonomed business unit increased $261,000 or 74.1%, to $614,000 as
compared to the same period last fiscal year. Marketing and sales salaries,
commissions and other personnel-related expenses, including amounts paid to
independent agents utilized primarily in Europe, increased approximately
$143,000 as a result of increased headcount related primarily to the Company's
goal of increasing international revenues. Sales, meeting and trade show
expenses, travel and lodging, and advertising increased by a combined $110,000
related primarily to the focus on growing international sales and the
introduction of the Company's new Ultrasound Biomicrosopes instrument ("UMB")
which was introduced at the American Academy of Ophthalmology meeting in October
2005. Rent and utilities expense increased $25,000 due to the relocation of
Sonomed's facility and the corresponding new lease entered into during fiscal
2005. Marketing, general and administrative expenses in the Vascular business
unit increased $79,000 or 22.2%, to $435,000 as compared to the same period last
fiscal year. Salaries and other personnel-related expenses increased
approximately $35,000 and travel related expenses increased by approximately
$35,000 when compared to the prior fiscal period. Both increases were related to
supporting a higher volume of business during the current period as compared to
the same period in the prior fiscal year. Marketing, general and administrative
expenses in the
36
Medical/Trek/EMI business unit increased $100,000 or 9.4%, to $1,171,000 as
compared to the same period last fiscal year. Legal and sales and marketing
expenses and personnel related costs increased by approximately $110,000 and
$112,000, respectively. Legal fees increased due to litigation costs with
IntraLase. The Company expects these litigation costs will continue to impact
earnings in the near term (see note 11 of the notes to the condensed
consolidated financial statements for a description of Legal Proceedings). Sales
and marketing expenses increased due to cost related to the planned integration
of the MRP Group Product line and the EMI product line, and joint marketing of
the planned integrated product line with Anka Systems as part of a co-marketing
agreement (see notes 6 and 17 to the condensed consolidated financial
statements). Partially offsetting these increases was an approximately $100,000
reduction in accounting, investor relations and consulting costs between
periods. The decrease was due to the elimination of higher costs incurred in the
initial reporting periods following the acquisition of Drew by the Company.
Marketing, general and administrative expenses increased $2,006,000 or
39.3%, to $7,112,000 during the six-month period ended December 31, 2005 as
compared to the same period last fiscal year. Marketing, general and
administrative expenses in the Drew business unit increased $1,070,000 or 55.3%,
to $3,006,000 as compared to the same period last fiscal year. The increase is
primarily due to higher personnel (approximately $575,000) and travel, trade
show and advertising costs (approximately $285,000) related to improving the
image of the Drew brand with both customers and distributors, improving the
product distributor network and expanding the management team, which ultimately
helped contribute to the 51.5% increase in product revenue when compared to the
corresponding prior year period. Marketing, general and administrative expenses
in the Sonomed business unit increased $453,000 or 67.0%, to $1,130,000 as
compared to the same period last fiscal year. Marketing and sales salaries,
commissions and other personnel-related expenses, including amounts paid to
independent agents utilized primarily in Europe, increased approximately
$250,000 as a result of increased headcount related primarily to the Company's
goal of increasing international revenues. Sales, meeting and trade show
expenses, travel and lodging, and advertising increased by a combined
approximately $156,000 related primarily to the focus on growing international
sales and the planned introduction of the Company's new UMB, which was
introduced at the American Academy of Ophthalmology meeting in October 2005.
Rent and utilities expense increased $45,000 due to the relocation of Sonomed's
facility and the corresponding new lease entered into during fiscal 2005. Legal
expenses increased by $35,000 primarily due fees incurred to resolve a dispute
with a supplier and fees related to researching intellectual property ownership
issues for intellectual property currently being evaluated for licensing for use
in potential new products. Marketing, general and administrative expenses in the
Vascular business unit increased $125,000 or 18.0%, to $820,000 as compared to
the same period last fiscal year. Salaries and other personnel-related expenses
increased approximately $68,000, travel related expenses increased by
approximately $45,000 and the expense for customer samples increased by
approximately $13,000 when compared to the prior fiscal period. All of the
increases were related to supporting a higher volume of business during the
current period as compared to the same period in the prior fiscal year.
Marketing, general and administrative expenses in the Medical/Trek/EMI business
unit increased $357,000 or 19.9%, to $2,155,000 as compared to the same period
last fiscal year. Legal and sales and marketing expenses and personnel related
costs increased by approximately $200,000 and $103,000, respectively. Legal fees
increased due to litigation costs with IntraLase. The Company expects these
litigation costs will continue to impact earnings in the near term (see note 11
of the notes to the condensed consolidated financial statements for a
description of Legal Proceedings). Sales and marketing expenses increased due to
cost related to the planned integration of the MRP Group Product line and the
EMI product line, and joint marketing of the planned integrated product line
with Anka Systems as part of a co-marketing agreement (see notes 6 and 17 to the
condensed consolidated financial statements).
Research and development expenses increased $187,000 or 39.4%, to $662,000
during the three-month period ended December 31, 2005 as compared to the same
period last fiscal year. The increase in research and development expenses was
attributed higher personnel, consultant and prototype costs related primarily to
planned introductions of new and or enhanced products in the Drew and Sonomed
business units. In addition, approximately $55,000 of the increase was related
to the addition of a senior level person involved in evaluating various
technologies for potential use in new products or product enhancements.
37
Research and development expenses increased $627,000 or 79.3%, to
$1,418,000 during the six-month period ended December 31, 2005 as compared to
the same period last fiscal year. The increase in research and development
expenses was attributed higher personnel, consultant and prototype costs related
primarily to planned introductions of new and or enhanced products in the Drew
and Sonomed business units. In addition, approximately $147,000 of the increase
was related to the addition of a senior level person involved in evaluating
various technologies for potential use in new products or product enhancements.
Gain on sale of available for sale securities was approximately $1,157,000
in the six-month period ended December 31, 2005. The increase was due to the
sale of 58,585 shares of IntraLase common stock in July 2005 (see note 15 of the
notes to the condensed consolidated financial statements). There were no sales
of available for sale securities during the three-month period ended December
31, 2005.
Escalon recognized a loss of $33,000 and $7,000 related to its investment
in OTM during the three-month periods ended December 31, 2005 and 2004,
respectively, and $51,000 and $36,000 for the six-month periods ended December
31, 2005 and 2004, respectively. Commencing July 1, 2005, the Company began
recognizing all of the losses of OTM in its consolidated financial statements.
OTM is an early stage privately held company. Prior to July 1, 2005, the share
of OTM's loss recognized by the Company was in direct proportion to the
Company's ownership equity in OTM. OTM began operations during the three-month
period ended September 30, 2004. (See note 14 of the notes to the condensed
consolidated financial statements).
Interest income was $72,000 and $12,000 for the three-month periods ended
December 31, 2005 and 2004, respectively. The increase was due to higher
effective yields on investments in the current three-month period. The higher
yields were partially offset by lower average cash balances due the repayment of
approximately $6,348,000 of debt in the second quarter of fiscal 2005.
Interest income was $78,000 and $44,000 for the six-month periods ended
December 31, 2005 and 2004, respectively. The increase was due to higher
effective yields on investments in the current six-month period. The higher
yields were partially offset by lower average cash balances due the repayment of
approximately $6,348,000 of debt in the second quarter of fiscal 2005.
Interest expense was $9,000 and $30,000 for the three-month periods ended
December 31, 2005 and 2004, respectively, and $20,000 and $27,000 for the
six-month periods ended December 31, 2005 and 2004, respectively. The Company
paid off several of its debt facilities to several entities in advance of their
maturities during the fiscal year ended June 30, 2005. Additionally, the Company
reversed accrued loan commitment fees as a result of the satisfaction of the
debt and the release by the lender of those fees. The fees were originally
accrued based on contract terms. The increase in interest expense during the
three-month period ended December 31, 2005 when compared to the same prior year
period is due to the non recurring reversal of loan commitment fees in the prior
fiscal period.
LIQUIDITY AND CAPITAL RESOURCES
Changes in overall liquidity and capital resources from continuing
operations during the three-month period ended December 31, 2005 are reflected
in the following table (in thousands):
38
DECEMBER 31, JUNE 30,
2005 2005
------------ --------
CURRENT RATIO:
Current assets $ 16,399 $ 17,665
Less: Current liabilities 4,315 4,052
--------- ---------
WORKING CAPITAL $ 12,084 $ 13,613
========= =========
CURRENT RATIO 3.8 TO 1 4.4 TO 1
========= =========
DEBT TO TOTAL CAPITAL RATIO:
Notes payable and current maturities $ 244 $ 230
Long-term debt 267 392
--------- ---------
Total debt $ 511 $ 622
--------- ---------
Total equity 33,274 34,519
--------- ---------
TOTAL CAPITAL $ 33,785 $ 35,141
========= =========
TOTAL DEBT TO TOTAL CAPITAL 1.5% 1.8%
========= =========
WORKING CAPITAL POSITION
Working capital decreased approximately $1,529,000 as of December 31, 2005
and the current ratio decreased to 3.8 to 1 from 4.4 to 1 when compared to June
30, 2005. The decrease in working capital was caused primarily by the loss from
operations of approximately $1,452,000 and cash used to fund fixed asset
additions of approximately $226,000 and a deposit on a license for the right to
distribute a new instrument for the Drew business unit of approximately $182,000
during the six-month period ended December 31, 2005. Partially offsetting these
uses of working capital were proceeds of approximately $269,000 realized by the
Company for the exercise of employee stock options.
CASH USED IN OPERATING ACTIVITIES
During the six-month periods ended December 31, 2005 and 2004, the Company
used approximately $1,452,000 and $1,588,000 of cash for operating activities.
The net decrease in cash used for operating activities of approximately $136,000
for the six-month period ended December 31, 2005 as compared to the same period
in the prior fiscal year is due primarily to the following factors:
- The Company employed significantly less cash to fund working capital
requirements during the six months ended December 31, 2005 than it
employed in the same period in the prior fiscal year. Total working
capital employed was approximately $347,000 and $1,504,000,
respectively, during the six-month periods ended December 31, 2005 and
2004, respectively. The decrease is due to the fact that in the prior
year period, the Company utilized approximately $1,504,000 in cash to
begin to alleviate the liquidity constraints that Drew was
experiencing prior to its acquisition by the Company. The cash was
utilized to support increases in inventory and receivables and reduce
payables and outstanding draws on Drew's line of credit.
- The reduction in cash utilized to fund working capital was partially
offset by a reduction in operating income of approximately $1,144,000
for the six-month period ended December 31, 2005 when compared to the
same prior year period.
CASH FLOWS PROVIDED BY (USED IN) INVESTING AND FINANCING ACTIVITIES
39
Cash flows generated by investing activities were approximately $749,000
during the six-month period ended December 31, 2005 and relate primarily to the
net proceeds of approximately $1,157,000 realized from the sale of a majority of
the remaining shares of the IntraLase securities held by the Company as
available for sale securities (see note 15 to the notes to the condensed
consolidated financial statements). Partially offsetting the cash realized from
the securities sale was cash utilized for fixed asset additions of approximately
$226,000 and a deposit on a license for the right to distribute a new instrument
for the Drew business unit of approximately $182,000. Any necessary capital
expenditures have generally been funded out of cash from operations, and the
Company is not aware of any factors that would cause historical capital
expenditure levels to not be indicative of capital expenditures in the future
and, accordingly, does not believe that the Company will have to commit material
resources to capital investment for the foreseeable future.
Cash flows provided by financing activities were approximately $157,000
during the six-month period ended December 31, 2005. During the period, the
Company made scheduled long-term debt repayments of approximately $111,000.
Offsetting the debt repayments was approximately $269,000 received by the
Company from the exercise of stock options by employees of the Company.
DEBT HISTORY
On December 23, 2002, a lender acquired the Company's bank debt, which
consisted of term debt of $5,850,000 and $1,475,000 outstanding on a $2,000,000
available line of credit. On February 13, 2003, the Company entered into an
amended agreement with the lender. The primary amendments of the amended loan
agreement were to reduce quarterly principal payments, extend the term of the
repayments and to alter the covenants of the original bank agreement. On
September 30, 2004, the Company paid off and terminated both the remaining term
debt and the outstanding balance on the line of credit. In November 2001, the
Company issued 60,000 warrants to purchase the Company's common stock at $3.66
per share in connection with this debt. The warrants were exercised in December
2004.
On January 21, 1999, the Company's Vascular subsidiary and Endologix
entered into an Assets Sale and Purchase Agreement. Pursuant to this agreement,
the Company acquired for cash the assets of Endologix's vascular access business
in exchange and also agreed to pay royalties to Endologix based on future sales
of the vascular access business for a period of five years following the close
of the sale, with a guaranteed minimum of $300,000 per year. On February 1,
2001, the parties amended the agreement to eliminate any future royalty payments
to Endologix. Pursuant to this amendment, the Company paid $17,558 in cash to
Endologix, delivered a short-term note in the amount of $64,884 that was
satisfied in January 2002, delivered a note in the amount of $717,558 payable in
eleven quarterly installments that commenced on April 15, 2002, and issued
50,000 shares of its common stock to Endologix. On September 30, 2004, the
Company paid off the balance of the term debt.
At the time of the acquisition of Drew by Escalon, Drew had two lines of
credit aggregating approximately $2,700,000, one of which was with a domestic
financial institution, and one with a United Kingdom financial institution. At
the time of the acquisition, outstanding draws on the lines aggregated
approximately $1,643,000. The lines were paid off and terminated during the
quarter ended December 31, 2004.
Drew has long-term debt facilities through the Texas Mezzanine Fund and
through Symbiotics, Inc. The Texas Mezzanine Fund term debt is payable in
monthly installments of $14,200, which includes interest at a fixed rate of
8.00%. The note is due in April 2008 and is secured by certain assets of Drew.
The outstanding balance as of December 31, 2005 was $336,000. The Symbiotics,
Inc. term debt, which originated from the acquisition of a product line from
Symbiotics, Inc., is payable in monthly principal installments of $8,333 plus
interest at a fixed rate of 5.00%. The outstanding balance as of December 31,
2005 was $175,000.
BALANCE SHEET
40
The components of the balance sheet of the Company were increased as of
July 23, 2004 by the acquisition of Drew as follows:
Cash $ 150,849
Accounts receivable 1,439,120
Inventory 2,069,146
Other current assets 351,505
Furniture and equipment 868,839
Goodwill 9,574,655
Patents 297,246
Other long-term assets 7,406
Line of credit 1,617,208
Current liabilities 3,392,286
Long-term debt 1,072,457
Exchange of common stock 7,430,439
These amounts represents approximately a $113,000 net difference from the
amounts reported in the Company's Form 10-Q for the quarter ended December 31,
2004, which has been recorded as an increase in goodwill. The difference is the
result of additional facts obtained since the acquisition which impacted the
valuation of the assets acquired and liabilities assumed.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Escalon was not a party to any off-balance sheet arrangements during the
three and six-month periods ended December 31, 2005 and 2004.
41
The following table presents the Company's contractual obligations as of
December 31, 2005 (interest is not included in the table as it is immaterial):
LESS THAN 5-MAR MORE THAN
TOTAL 1 YEAR 1-3 YEARS YEARS 5 YEARS
---------- ---------- ---------- -------- ---------
Long-term debt $ 510,999 $ 243,738 $ 267,260 $ 0 $0
Operating lease agreements 2,563,736 828,569 1,164,242 570,925 0
---------- ---------- ---------- -------- ---
TOTAL $3,074,735 $1,072,307 $1,431,503 $570,925 $0
========== ========== ========== ======== ===
FORWARD-LOOKING STATEMENT ABOUT SIGNIFICANT ITEMS LIKELY TO IMPACT LIQUIDITY
On July 23, 2004, the Company acquired approximately 67% of the outstanding
ordinary shares of Drew, pursuant to the Company's exchange offer for all of the
outstanding ordinary shares of Drew, and since that date has acquired all of the
Drew shares. Drew does not have a history of producing positive operating cash
flows and, as a result, at the time of acquisition, was operating under
financial constraints and was under-capitalized. As Drew is integrated into the
Company, management will be working to reverse the situation, while at the same
time seeking to strengthen Drew's market position. As of December 31, 2005,
Escalon has loaned approximately $7,949,000 to Drew. The funds have been
primarily used to procure components to build up inventory to support the
manufacturing process, to pay off accounts payable and debt of Drew, to fund new
product development and underwrite operating losses incurred since acquisition.
Escalon anticipates that further working capital will likely be required by
Drew.
Escalon realized approximately 0.0% and 5.3%, of its net revenue during the
three-month periods ended December 31, 2005 and 2004, and approximately 1.4% and
6.5%, of its net revenue during the six-month periods ended December 31, 2005
and 2004, respectively, from Bausch & Lomb's sale of Silicone Oil. This
agreement expired in August 2005 and the Company will not receive any future
royalties from this contract. Silicone Oil revenue was based on sale of the
product by Bausch & Lomb multiplied by a contractual factor that declines on an
annual basis due to a contractual step-down provision through its expiration
date which was August 12, 2005. As there were no costs associated with this
revenue, the expiration of the agreement will negatively impact gross margins,
operating income and cash flows in future periods. The Company has incurred and
anticipates continuing to incur higher than normal legal expenses related
primarily to protecting its rights and interests in intellectual property
licensed to IntraLase (See Note 11). These higher costs are likely to
unfavorably impact operating income and cash flows in future periods.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
The table below provides information about the Company's financial
instruments, consisting primarily of fixed interest rate debt obligations. For
debt obligations, the table represents principal cash flows and related interest
rates by expected maturity dates. Interest rates as of December 31, 2005 were
fixed at 8.00% on the Texas Mezzanine Fund term debt, and were fixed at 5.00% on
the Symbiotics, Inc. term debt. See Note 9 of the Notes to the Condensed
Consolidated Financial Statements for further information regarding the
Company's debt obligations.
42
2006 2007 2008 THEREAFTER TOTAL
-------- -------- ------- ---------- --------
Texas Mezzanine Fund Note $143,742 $144,127 $48,127 $ 0 $335,997
Interest rate 8.00% 8.00% 8.00% 0.00%
Symbiotics, Inc. Note $ 99,996 $ 75,006 $ 0 $ 0 $175,002
Interest rate 5.00% 5.00% 5.00% 0.00%
-------- -------- ------- ----- --------
TOTAL $243,738 $219,133 $48,127 $ 0 $510,999
======== ======== ======= ===== ========
EXCHANGE RATE RISK
During the three-month periods ended December 31, 2005 and 2004,
approximately 34% and 35%, respectively, of the Company's consolidated net
revenue was derived from international sales. During the six-month periods ended
December 31, 2005 and 2004, approximately 35% and 36% of the Company's
consolidated net revenue was derived from international sales. Prior to the
acquisition of Drew, the price of all product sold overseas was denominated in
United States Dollars and consequently the Company incurred no exchange rate
risk on revenue. However, a portion of Drew's product revenue is denominated in
United Kingdom Pounds and Euros. During the three-month periods ended December
31, 2005 and 2004, Drew recorded approximately $441,000 and $874,000
respectively, of revenue denominated in United Kingdom Pounds and $102,000 and
$13,000 in Euros, respectively. During the six-month periods ended December 31,
2005 and 2004, Drew recorded approximately $852,000 and $1,350,000,
respectively, of revenue denominated in United Kingdom Pounds and $199,000 and
$21,000 in Euros, respectively.
Drew incurs a portion of its expenses denominated in United Kingdom Pounds.
During the three-month periods ended December 31, 2005 and 2004, Drew incurred
approximately $1,045,000 and $1,313,000, respectively, of expense denominated in
United Kingdom Pounds. The Company's Sonomed business unit incurs a portion of
its marketing expenses in the European market, the majority of which are
transacted in Euros. For the three-month periods ended December 31, 2005 and
2004, these expenses totaled approximately $95,000 and $43,000, respectively.
For the six-month periods ended December 31, 2005 and 2004, these expenses
totaled approximately $160,000 and $84,000, respectively. The Company's Vascular
business unit began incurring marketing expenses in the European market during
the second quarter of fiscal 2004, the majority of which are transacted in
Euros. For the three-month periods ended December 31, 2005 and 2004, these
expenses totaled approximately $38,000 and $40,000, respectively. For the
six-month periods ended December 31, 2005 and 2004, these expenses totaled
approximately $77,000and $85,000, respectively.
The Company may begin to experience fluctuations, beneficial or adverse, in
the valuation of currencies in which the Company transacts its business, namely
the United States Dollar, the United Kingdom Pound and the Euro.
ITEM 3. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the
period covered by this report. Based on such evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of such period, the Company's disclosure controls and procedures are effective
in recording, processing, summarizing and recording, on a timely
43
basis, information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act.
(B) INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Company's internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) during the first fiscal quarter ended December 31, 2005 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
A control system, no matter how well-designed and operated, cannot provide
absolute assurance that the objectives of the control systems are met, and no
evaluation of internal control can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
INTRALASE CORP. LEGAL PROCEEDINGS
In October 1997, Escalon and IntraLase entered into a License Agreement
wherein Escalon granted IntraLase the exclusive right to use Escalon's laser
properties, including patented and non-patented technology, in exchange for
shares of IntraLase common stock as well as royalties based on a percentage of
net sales of future products. The shares of common stock were restricted for
sale until April 6, 2005 and, according to a Fourth Amended Registration Right
Agreement between Escalon and IntraLase, are now able to be sold. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Notes to Condensed Consolidated Financial Statements for
discussions on the Company's sales of IntraLase common stock.
On June 10, 2004, Escalon gave IntraLase notice of its intention to
terminate the License Agreement due to IntraLase's failure to pay certain
royalties that Escalon believed were due under the License Agreement. On June
21, 2004, IntraLase sought a preliminary injunction and temporary restraining
order with the United States District Court for the Central District of
California, Southern District against Escalon to prevent termination of the
License Agreement. Contemporaneously, IntraLase filed an action for declaratory
relief asking the court to validate its interpretation of certain terms of the
License Agreement relating to the amount of royalties owed to Escalon ("First
Action"). The parties mutually agreed to the entry of a temporary restraining
order which was entered by the court shortly thereafter. At the close of
discovery, IntraLase and Escalon filed cross-motions for summary judgment. On
May 5, 2005, the District Court, having ruled on such motions, entered judgment
in the First Action.
The court, in ruling on the parties' cross-motions for summary judgment,
did not agree with IntraLase's interpretation of certain terms and declared
that, under the terms of the License Agreement, IntraLase must pay Escalon
royalties on revenue from maintenance contracts and one-year warranties.
Further, the court rejected IntraLase's argument that it is entitled to deduct
the value of non-patented components of its ophthalmic products, which it sells
as an integrated unit, from the royalties due Escalon. Non-patented components
of the products include computer monitors, joysticks, keyboards, universal power
supplies, microscope assemblies, installation kits and syringes. In addition,
the court rejected IntraLase's assertion that accounts receivable are not
"consideration received" under the License Agreement and expressly ruled that
IntraLase must pay Escalon royalties on IntraLase's accounts receivable. The
court agreed with IntraLase, however, holding that IntraLase is not required to
pay royalties on research grants. The court also held that IntraLase must give
Escalon an accounting of third-party royalties.
Further, the court agreed with Escalon in finding that royalties are
"monies" and the default in the payment of royalties must be remedied within 15
days of written notice of the default. The court rejected
44
IntraLase's position concerning the effective date of the Amended and Restated
License Agreement holding that the effective date of such Agreement was dated
October 17, 2000. IntraLase has appealed the judgment to the Ninth Circuit Court
of Appeals. Currently, briefing is scheduled to occur during February and March
2006.
IntraLase, after entry of the court's ruling, attempted to cure its default
under the License Agreement, but underpaid based upon a purported interpretation
of "accounts receivable" that discounts the receivables recorded on the sales
substantially, and in a manner that appears to directly contradict IntraLase's
own published financial statements.
In May, 2005, IntraLase also filed a second suit against Escalon in the Central
District of California, case number SAVC 05-440-AHS ("Second Action"), again for
declaratory relief as well as for reformation of the License Agreement. In this
action, IntraLase has asked the court to, among other things, validate its
interpretation of certain other terms of the License Agreement relating to the
amount of royalties owed to Escalon and a declaration concerning Escalon's audit
rights under the License Agreement. On June 3, 2005, after having been served
with Escalon's Complaint filed in the Delaware Court of Chancery ("Delaware
Action," described below), IntraLase filed an Amended Complaint in the Second
Action. Escalon, not having been served with the Amended Complaint, filed a
motion to dismiss the Complaint in the Second Action on jurisdictional and
substantive grounds. On June 6, 2005, Escalon filed a Motion to Dismiss the
Amended Complaint on grounds virtually identical to its first motion to dismiss.
The court dismissed without prejudice the Second Action on the grounds that much
of IntraLase's lawsuit sought a ruling on issues already raised by Escalon in
Escalon's Delaware Action. Accepting Escalon's arguments for dismissal, the
California Court held that retaining jurisdiction would likely result in
duplicative litigation and an unnecessary entanglement between the federal and
state court actions.
As referenced above, on May 15, 2005, Escalon, not having been served with
IntraLase's Second Action, initiated the Delaware Action by filing a Complaint
against IntraLase for, among other things, breach of contract, breach of
fiduciary duty arising out of IntraLase's bad faith conduct under, and multiple
breaches of, the License Agreement. In the Delaware Action, Escalon seeks
declaratory relief, specified damages, and specific performance of its rights
under the License Agreement, including its express right under the Agreement to
have independent certified accountants audit the books and records of IntraLase
to verify and compute payments due Escalon.
Separately, on April 22, 2005, Escalon, as beneficial record holder of
common stock of IntraLase, made a formal written demand to inspect certain of
IntraLase's books and records pursuant to Section 220 of the Delaware General
Corporation Law. Shortly thereafter, Escalon Holdings, record holder of common
stock of IntraLase, made the same written demand. IntraLase rejected both
demands. Thereafter, Escalon and Escalon Holdings filed an action in the
Delaware Court of Chancery against IntraLase seeking to enforce their
shareholder rights to inspect IntraLase's books and records ("220 Action"). The
220 Case is currently in the discovery stage.
Escalon is cognizant of the legal expenses and costs associated with the
IntraLase matter. Escalon, however, is taking all necessary actions to protect
its rights and interests under the License Agreement. Escalon expects expenses
associated with this litigation to adversely impact earnings in the near term.
Escalon believes that IntraLase has sufficient funds to support such payments
based on its filings with the SEC and filings in connection with the First
Action.
DREW LEGAL PROCEEDINGS
CARVER LITIGATION-CONNECTICUT ACTION
On December 17, 2002, Edward Carver, David DeCava and Diane Carver, former
principal shareholders of CDC Technologies, Inc., filed a complaint in the State
of Connecticut, Superior Court, Judicial District of Waterbury at Waterbury
against CDC Acquisition, IV Diagnostics and certain other principal shareholders
of CDC Technologies seeking a total of approximately $420,000 for, among other
things, repayment of loans made to CDC Technologies, payment of past wages and
reimbursement of
45
business expenses ("Connecticut Action"). The plaintiffs' claims arose out of a
certain asset purchase for stock transaction in which CDC Acquisition, a wholly
owned subsidiary of Drew, acquired the assets of CDC Technologies and IV
Diagnostics. CDC Acquisition and IV Diagnostics, also a subsidiary of Drew,
asserted counterclaims against the plaintiffs for, among other things, breach of
fiduciary duty, unfair trade and conversion. In addition, CDC Acquisition and IV
Diagnostics asserted cross-claims against its co-defendants for indemnification
pursuant to the transaction agreements. A bench trial was held in June, 2005. In
August, 2005 the court rendered a decision resulting in the court's award of
only $76,000 to plaintiffs. CDC Acquisition and IV Diagnostics filed a motion
for reconsideration of certain issues ruled upon by the court. The motion was
denied. Plaintiffs' counsel filed a motion for attorneys' fees seeking over
$181,000. The court granted such motion but awarded only $3,000 to plaintiffs'
counsel. On November 1, 2005, CDC Acquisition and IV Diagnostics timely appealed
the court's ruling that CDC Acquisitions and IV Diagnostics are liable to the
plaintiffs The parties subsequently entered into a settlement as described
below.
CARVER LITIGATION-SOURCE ONE LITIGATION
On December 30, 2002, Source One, a distributor of CDC Technologies, Inc.
filed suit in state court in Minnesota ("Source One Litigation"), later removed
to the United States District Court in Minnesota, against CDC Technologies,
Edward Carver and CDC Acquisition, Inc. and IV Diagnostics, as successors in
interest to CDC Technologies. CDC Acquisition and IV Diagnostics asserted
cross-claims against Carver for indemnification. The court granted summary
judgment to the plaintiff against defendants and awarded plaintiff approximately
$185,000 plus interest and costs. The court also found Carver liable to CDC
Acquisition for indemnification. Source One agreed to accept $140,000 from CDC
Acquisition in settlement of its claims. CDC Acquisition settled its Source One
Litigation indemnification claim against Carver for $75,000.
CARVER LITIGATION-SETTLEMENT
In early January 2006, CDC Acquisitions and IV Diagnostics, the former
principal shareholders of CDC Technologies, Inc. and the plaintiffs in the
Connecticut Action reached an agreement to settle the court award of $76,000
plus $3,000. This includes a payment to Carver by CDC Acquisition and IV
Diagnostics of approximately $30,000 and the forgiveness of the remaining amount
owed by Carver of $33,332 on the Source One Litigation indemnification discussed
above. Further, the settlement does not include indemnification claims CDC
Acquisition and IV Diagnostics may have against principal shareholders other
than Carver and De Cava in connection with the Source Once litigation.
OTHER LEGAL PROCEEDINGS
Escalon, from time to time is involved in various legal proceedings and
disputes that arise in the normal course of business. These matters have
included intellectual property disputes, contract disputes, employment disputes,
and other matters. The Company does not believe that the resolution of any of
these matters has had or is likely to have a material adverse impact on the
Company's business, financial condition or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None during the fiscal quarter ended December 31, 2005.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on November 29, 2005. The
following matters were acted upon:
1. The following persons were elected as Class III directors of the
Company, each for a term of three years and until their successors are
elected and qualified.
46
Nominees for Director For Against Withheld
--------------------- ---------- ------- --------
Richard J. DePiano 5,074,046 -0- 113,285
Jay L. Federman M.D. 4,326,848 -0- 860,483
2. The shareholders voted against an amendment to the Escalon Medical
Corp. 2004 Equity Incentive Plan to increase the number of shares
available for award under the 2004 Plan by 250,000 shares from 555,000
to 755,000.
For Against Withheld
------- --------- --------
339,951 1,590,129 6,710
ITEM 6. EXHIBITS
31.1 Certificate of Chief Executive Officer under Rule 13a-14(a).
31.2 Certificate of Chief Financial Officer under Rule 13a-14(a).
32.1 Certificate of Chief Executive Officer under Section 1350 of Title 18
of the United States Code.
32.2 Certificate of Chief Financial Officer under Section 1350 of Title 18
of the United States Code.
47
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, 2006 By: /s/ Richard J. DePiano
------------------------------------
Richard J. DePiano
Chairman and Chief
Executive Officer
Date: February 14, 2006 By: /s/ Mark H. Karsch
------------------------------------
Mark H. Karsch
Chief Financial Officer
48