-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MUEizaZNwaLEI4fyuHXkcl4zV2KJs/O1UT39jPKUBUHpCq0N7lL8HktLukMNj2U2 H+/y5HKa+AEGAGEI7QZJ2w== 0000950137-97-003828.txt : 19971117 0000950137-97-003828.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950137-97-003828 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27120 FILM NUMBER: 97721477 BUSINESS ADDRESS: STREET 1: 55 E UWCHLAN AVE STREET 2: STE 204 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 55 EAST UWCHLAN AVE STREET 2: STE 201 CITY: EXTON STATE: PA ZIP: 19341 10-Q 1 FORM 10-Q DATED SEPTEMBER 30,1997 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: SEPTEMBER 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . ---------- ---------- Commission File Number: 0-27120 KENSEY NASH CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-3316412 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) MARSH CREEK CORPORATE CENTER, 55 EAST UWCHLAN AVENUE, SUITE 204, EXTON, PENNSYLVANIA 19341 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (610) 524-0188 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of October 31, 1997, there were outstanding 7,217,491 shares of Common Stock, par value $.001, of the registrant. 1 2 KENSEY NASH CORPORATION QUARTER ENDED SEPTEMBER 30, 1997 INDEX
PAGE ---- PART I - FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of September 30, 1997 (Unaudited) and June 30, 1997 ................ 3 Condensed Consolidated Statements of Operations for the three months ended September 30, 1997 and 1996 (Unaudited) ..... 4 Condensed Consolidated Statements of Stockholders' Equity as of September 30, 1997 (Unaudited) and June 30, 1997 ....................... 5 Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 1997 and 1996 (Unaudited) ..... 6 Notes to Condensed Consolidated Financial Statements (Unaudited) ........ 7 ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................... 9 PART II - OTHER INFORMATION ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K ............................................. 12 SIGNATURES................................................................................ 13
2 3 PART I-FINANCIAL INFORMAITON ITEM 1. FINANCIAL STATEMENTS KENSEY NASH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------
SEPTEMBER 30, JUNE 30, 1997 1997 ----------------------------------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,029,275 $ 868,180 Short-term investments 3,663,074 6,482,624 Trade receivables 792,055 1,252,110 Other receivables (including approximately $87,500 and $30,000 at September 30, 1997 and June 30, 1997, respectively, due from employees) 437,881 431,668 Inventory (Note 3) 824,506 735,922 Prepaid expenses and other 358,532 295,232 ------------- ------------ Total current assets 9,105,323 10,065,736 PROPERTY, PLANT AND EQUIPMENT, AT COST Leasehold improvements 3,207,005 3,207,005 Machinery, furniture and equipment 2,856,729 2,719,543 Construction in progress 65,884 57,614 ------------- ------------ Total property, plant and equipment 6,129,618 5,984,162 Accumulated depreciation (2,177,147) (1,978,405) ------------- ------------ Net property, plant and equipment 3,952,471 4,005,757 ------------- ------------ OTHER ASSETS: Restricted investments (Note 5) 2,419,965 2,419,965 Leased property under capital leases, less accumulated amortization of $98,628 and $115,550 at September 30, 1997 and June 30, 1997, respectively 90,139 101,974 ------------- ------------ Total other assets 2,510,104 2,521,939 ------------- ------------ TOTAL $ 15,567,898 $ 16,593,432 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 147,044 $ 522,311 Accrued expenses 283,579 323,850 Current portion of line of credit and capital lease obligations (Note 4) 106,678 42,702 Deferred revenue 13,755 5,000 ------------- ------------ Total current liabilities 551,056 893,863 ------------- ------------ DEFERRED REVENUE - ROYALTIES (Note 2) 2,920,813 3,000,000 LINE OF CREDIT AND OBLIGATIONS UNDER CAPITAL LEASES, long-term portion (Note 4) 496,473 572,623 ------------- ------------ Total liabilities 3,968,342 4,466,486 ------------- ------------ COMMITMENTS AND CONTINGENCIES (Note 5) STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 100,000 shares authorized, no shares issued or outstanding at September 30, 1997 and June 30, 1997 Common stock, $.001 par value, 25,000,000 shares authorized, 7,215,321 and 7,198,251 shares issued and outstanding at September 30, 1997 and June 30, 1997, respectively 7,215 7,198 Capital in excess of par value 34,356,080 34,203,807 Accumulated deficit (22,763,739) (22,084,059) ------------- ------------ Total stockholders' equity 11,599,556 12,126,946 ------------- ------------ TOTAL $ 15,567,898 $ 16,593,432 ============= ============
See notes to condensed consolidated financial statements. 3 4 KENSEY NASH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - --------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, ------------------------------------ 1997 1996 REVENUES (Note 1): Net sales $ 534,061 $ 603,746 Research and development 733,331 619,363 Milestone fees 1,050,000 Royalty income 297,898 55,000 ----------- ----------- Total revenues 1,565,290 2,328,109 ----------- ----------- OPERATING COSTS AND EXPENSES: Cost of products sold 816,090 558,440 Research and development 1,185,385 1,084,292 Selling, general and administrative 364,217 471,727 ----------- ----------- Total operating costs and expenses 2,365,692 2,114,459 ----------- ----------- (LOSS) INCOME FROM OPERATIONS (800,402) 213,650 ----------- ----------- OTHER INCOME (EXPENSE): Interest income 133,665 178,157 Interest expense (14,584) (171,752) Other 1,641 658 ----------- ----------- Total other income - net 120,722 7,063 ----------- ----------- NET (LOSS) INCOME $ (679,680) $ 220,713 =========== =========== (LOSS) EARNINGS PER COMMON SHARE (Note 1) $ (0.09) $ 0.03 =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 1) 7,205,400 7,389,318 =========== ===========
See notes to condensed consolidated financial statements. 4 5 KENSEY NASH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - --------------------------------------------------------------------------------
CAPITAL COMMON STOCK IN EXCESS --------------------------- OF PAR ACCUMULATED SHARES AMOUNT VALUE DEFICIT TOTAL BALANCE, JUNE 30, 1996 7,156,493 $ 7,156 $33,815,216 $(21,821,583) $12,000,789 Exercise of stock options 41,758 42 388,591 388,633 Net loss (262,476) (262,476) --------- --------- ---------- ------------ ----------- BALANCE, JUNE 30, 1997 7,198,251 7,198 34,203,807 (22,084,059) 12,126,946 Exercise of stock options 17,070 17 152,273 152,290 Net loss (679,680) (679,680) --------- --------- ---------- ------------ ----------- BALANCE, SEPTEMBER 30, 1997 (Unaudited) 7,215,321 $ 7,215 $34,356,080 $(22,763,739) $11,599,556 ========= ========= ========== ============ =========== See notes to condensed consolidated financial statements.
5 6 KENSEY NASH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - -------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, ----------------------------------- 1997 1996 OPERATING ACTIVITIES: Net (loss) income $ (679,680) $ 220,713 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 210,577 159,793 Interest expense not requiring cash 166,513 Changes in assets and liabilities which provided (used) cash: Accounts receivable 453,842 (360,963) Prepaid expenses and other current assets (63,300) 89,492 Inventory (88,584) (87,252) Accounts payable and accrued expenses (415,538) (332,085) Deferred revenue (70,432) --------------- ----------- Net cash used in operating activities (653,115) (143,789) --------------- ----------- INVESTING ACTIVITIES: Additions to property, plant and equipment (145,456) (587,305) Sale of investments 2,819,550 913,222 --------------- ----------- Net cash provided by investing activities 2,674,094 325,917 --------------- ----------- FINANCING ACTIVITIES: Principal payments under capital leases (12,174) (11,813) Net advance repayments (20,000) Proceeds from issuance of common stock 72,249 Exercise of stock options 152,290 --------------- ----------- Net cash provided by financing activities 140,116 40,436 --------------- ----------- INCREASE IN CASH AND CASH EQUIVALENTS 2,161,095 222,564 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 868,180 4,549,707 --------------- ----------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,029,275 $ 4,772,271 =============== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 14,584 $ 5,239 =============== =========== Cash paid for income taxes $ $ =============== =========== See notes to condensed consolidated financial statements.
6 7 KENSEY NASH CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 --CONDENSED CONSOLIDATED FINANCIAL STATEMENTS BASIS OF PRESENTATION The condensed consolidated balance sheet at June 30, 1997 and the condensed consolidated statement of stockholders' equity at June 30, 1997 have been condensed from the audited financial statements at that date. The condensed consolidated balance sheet at September 30, 1997, the condensed consolidated statements of operations for the three months ended September 30, 1997 and 1996 and the condensed consolidated statements of cash flows for the three months ended September 30, 1997 and 1996 have been prepared by Kensey Nash Corporation (the "Company") and have not been audited by the Company's Independent Auditors. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 1997 and for all periods presented have been made. Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 1997 consolidated financial statements filed with the Securities and Exchange Commission on Form 10-K. The results of operations for the period ended September 30, 1997 are not necessarily indicative of operating results for the full year. NET (LOSS) INCOME PER SHARE For the three months ended September 30, 1997 and 1996, net (loss) income per share is computed using the weighted average number of shares of common stock outstanding. Common equivalent shares from options are included in the computation (using the treasury stock method) when their effect is dilutive. CASH AND CASH EQUIVALENTS Cash and cash equivalents represent cash in banks and short-term investments having an original maturity of less than three months. INVESTMENTS Investments at September 30, 1997 and June 30, 1997 consist of short-term Certificates of Deposit, Government Bonds and U.S. Treasury Bills. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Company has classified its entire investment portfolio as available-for-sale securities except for those pledged as collateral which are included in restricted investments (see Note 5). Available-for-sale securities are reported at fair value with unrealized gains and losses included in shareholders' equity (at September 30, 1997, amortized cost approximates fair market value). Realized gains and losses are included in interest income. EXPORT SALES Export sales from the Company's U.S. operations to unaffiliated customers in Europe totaled $22,485 and $126,195 for the three months ended September 30, 1997 and 1996, respectively. 7 8 NOTE 2 -- DEFERRED REVENUE - ROYALTIES Upon receipt of pre-market approval for the 8 French ("F") size Angio-Seal device (the "Angio-Seal") from the Food and Drug Administration (the "FDA") on September 30, 1996, the Company received a $3 million advance on future royalties under the Company's licensing agreement (the "Licensing Agreement") with American Home Products Corporation ("AHP"). Such advance has been recorded as deferred revenue. The Licensing Agreement provides for certain minimum royalty payments ("Minimum Royalty") during the first five years after receiving FDA approval (each royalty year begins on October 1 and ends on September 30). As stipulated in the Licensing Agreement, the $3 million advance will be reduced in each period by 50% of royalties earned in excess of the Minimum Royalty in any royalty year. The remainder of royalties earned will be received as cash proceeds by the Company. At September 30, 1997, the Company had exceeded the first royalty year Minimum Royalty by $158,374, and has therefore reduced the deferred revenue balance by 50% of such excess, to $2,920,813. As the Company cannot reasonably estimate the excess, if any, of future royalty payments over the Minimum Royalty in each year, the entire balance has been classified as long-term at September 30, 1997. NOTE 3 -- INVENTORY Inventory primarily includes the cost of material utilized in the processing of the Company's products. Inventory is as follows:
SEPTEMBER 30, 1997 JUNE 30, 1997 ------------------ ---------------- Raw Materials $758,578 $649,262 Work in Process 65,928 86,660 -------- -------- Total $824,506 $735,922 ======== ========
NOTE 4 -- LINE OF CREDIT In February 1997, the Company replaced an existing $100,000 revolving credit and term loan agreement bearing interest at a fixed rate of 8.75% with a $500,000 revolving credit and term loan agreement ("the Revolver") bearing interest at the prime rate of interest (8.5% at September 30, 1997). The Revolver called for interest only payments until December 1, 1997 at which time it converted to a term loan due in 60 monthly installments of principal and interest. In October 1997, the Revolver was increased to $2 million and the date on which it converts to a term loan was extended to August 1, 1998. The Revolver is collateralized by the business assets of the Company. At September 30, 1997, the Company had borrowed $500,000 under the Revolver. NOTE 5 -- COMMITMENTS AND CONTINGENCIES The Company has pledged $2,419,965 in investments as collateral to secure certain bank loans to employees which were used by such employees for the payment of taxes incurred by such employees as the result of the receipt of Common Stock in settlement of the employee stock rights. In exchange for the Company pledging collateral for such loans, each affected employee has pledged their Common Stock as collateral to the Company. The balance outstanding on such employee loans was $2,241,371 at September 30, 1997. NOTE 6 -- INCOME TAXES As of June 30, 1997, the Company had net operating loss carryforwards for federal and state tax purposes totaling $18.3 and $1.2 million, respectively. As such, no provision has been made for income taxes for the three months ended September 30, 1997. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company is a medical device company focused on the commercialization and continuing development of a line of absorbable medical devices for the sealing of arterial punctures created during diagnostic and therapeutic cardiovascular procedures such as angiography, angioplasty, atherectomy and the placement of stents. The Company's proprietary principal product, the 8 French ("F") Angio-Seal device (the "Angio-Seal"), has been designed to provide a safe, effective and rapid method of sealing arterial punctures. The Company is developing other sizes of the Angio-Seal, including 6F and 10F sizes (together with Angio-Seal, the "Angio-Seal Product Line"), to address broader market applications. In addition to its involvement with the Angio-Seal Product Line, the Company manufactures its proprietary collagen for use by third parties and has expanded its design and manufacturing capabilities in absorbable polymers. The Company is also developing a rotary catheter for application in opening occluded bypass grafts. The Company has a strategic relationship with AHP whereby AHP has the worldwide marketing and manufacturing rights to the Angio-Seal Product Line. The Angio-Seal was approved for sale in Europe (CE Mark) in September 1995 and in the United States in September 1996. The Angio-Seal is also being sold in Canada, Australia, Saudi Arabia and Israel. THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1996 Revenues for these periods consisted of net sales, research and development revenue, milestone fees and royalty income. Revenues decreased 33% to $1,565,000 in the three months ended September 30, 1997 from $2,328,000 in the three months ended September 30, 1996. Net sales of products decreased 12% to $534,000 from $604,000 for the three months ended September 30, 1997 and 1996, respectively. Research and development revenues increased 18% to $733,000 from $619,000 for the three months ended September 30, 1997 and 1996, respectively. The decrease in net sales was mainly attributable to a decrease in device production as the Company transitions from the supply of subassemblies to the supply of completed devices for distribution to the European marketplace to AHP. The increase in research and development revenues relates to increased activity in contract research and development from AHP for the 6F and 10F clinical trial programs, which were started in July 1997, and for additional sizes of and product enhancements to the Angio-Seal Product Line. The $1.05 million milestone fee in the three months ended September 30, 1996 represented the final milestone under the License Agreement with AHP which was earned by the Company upon receipt of FDA pre-market approval. Royalty income increased 442% to $298,000 from $55,000 in the three months ended September 30, 1997 and 1996, respectively. This increase reflected increased demand in the European market versus the same quarter a year earlier as well as the commencement of Angio-Seal sales in the U.S.. As the Company and AHP increase production and continue to market the Angio-Seal in the United States and in Europe, the Company expects royalty income to become a significant source of revenue. Royalty rates are based on volume of units sold and are comparable in both the domestic and foreign licensing agreements with AHP. Cost of products sold increased 46% to $816,000 in the three months ended September 30, 1997 from $558,000 in the three months ended September 30, 1996. This increase primarily reflected additional fixed manufacturing overhead costs related to the Company's expansion which have not yet been fully absorbed due to the Company's current production levels. Research and development expense, including regulatory and clinical expense, increased 9% to $1,185,000 in the three months ended September 30, 1997 from $1,084,000 in the three months ended September 30, 1996. This increase was primarily due to increases in outside expenses and clinical trial activity in conjunction with the development of the Angio-Seal Product Line, as well as increased 9 10 activity within the rotary technology program. The Company expects research and development expense to continue at recent levels, if not slightly increase, as it continues development of additional sizes of the Angio-Seal, investigates and develops new products, conducts clinical trials, seeks regulatory approval for its products and researches manufacturing process improvements related to the collagen and polymer business. Selling, general and administrative expense decreased 23% to $364,000 in the three months ended September 30, 1997 from $472,000 in the three months ended September 30, 1996. This decrease was primarily due to favorable trends in certain outside professional fees. Interest expense decreased 92% to $15,000 in the three months ended September 30, 1997 from $172,000 in the three months ended September 30, 1996. This decrease was due to the repayment of the AHP Credit Agreement upon receipt of FDA approval of the Angio-Seal on September 30, 1996. Interest income decreased to $134,000 in the three months ended September 30, 1997 from $178,000 in the three months ended September 30, 1996. The decrease was due to a decline in investment balances primarily attributable to the repayment of the AHP Credit Agreement as well as capital expenditures and funding for the Company's normal operating activities. LIQUIDITY AND CAPITAL RESOURCES Net cash used in the Company's operating activities during the three months ended September 30, 1997 and 1996 was $653,000 and $144,000, respectively. The increase in net cash used in operating activities was primarily due to a net loss of $680,000 for the period ended September 30, 1997 compared to net income of $221,000 for the period ending September 30, 1996. Changes in asset and liability balances for the three months ended September 30, 1997 resulted in a $184,000 use of cash in operating activities offset by a $211,000 non-cash adjustment for depreciation expense. Capital expenditures were $145,000 for the three months ended September 30, 1997, primarily representing expansion of the Company's manufacturing capabilities. The Company's cash, cash equivalents and short-term investments were $6,692,000 at September 30, 1997. In addition, the Company has pledged $2,420,000 in investments (not included in the $6,692,000) as collateral to secure bank loans made to employees for the payment of taxes incurred by such employees as a result of their receipt of Common Stock in settlement of the employee stock rights at the time of the IPO. In exchange for the Company's pledging this collateral, the employees have pledged their Common Stock as collateral to the Company. The Company increased its $500,000 bank revolving line of credit to $2.0 million in September 1997, but has not taken any further advances under such facility at September 30, 1997. Upon FDA approval of the Angio-Seal on September 30, 1996, the Company recorded a $3,000,000 advance on future royalties from AHP as deferred revenue. As specified in the Licensing Agreement, the advance will be reduced by 50% of royalties earned in excess of the annual minimum royalty for each royalty year. At September 30, 1997, the Company had exceeded the first royalty year Minimum Royalty by $158,374, and has therefore reduced the deferred revenue balance by 50% of such excess, to $2,920,813. On November 13, 1997, the Company announced that it had acquired a portfolio of puncture closure patents and patent applications which will result in a 33% to 50% increase in royalties paid to the Company for the Angio-Seal product by Sherwood-Davis & Geck ("SD&G"), a subsidiary of AHP. The intellectual property was acquired from two doctors who had licensed their inventions to AHP in 1995. The licenses were subsequently transferred to SD&G, who holds a worldwide exclusive license to the acquired patents and will continue to do so. As a result of acquiring the patents, the Company will be entitled to earn the royalty fees formerly paid by SD&G to the doctors for each Angio-Seal device sold, commencing January 1, 1998. 10 11 The Company anticipates that its results of operations will fluctuate for the foreseeable future due to a number of factors. Such factors include: AHP's performance in the manufacturing, marketing and distribution of the Angio-Seal Product Line; the Company's pursuit of additional regulatory approvals in the United States and in countries outside of Europe, including Japan; the results of ongoing and planned clinical trials for the Angio-Seal and other products; the acceptance of the Company's products in the marketplace; and competitive products generally, and in particular, those designed for the sealing of arterial site punctures. The Company plans to continue to expend substantial resources to fund clinical trials to gain regulatory approvals and make additional marketing claims and to continue to expand research and development activities for the Angio-Seal, rotary technology and biomaterials products. The Company believes its cash and cash equivalents on hand, combined with cash generated from operations, will be sufficient to meet the Company's operating and capital requirements through at least the next twelve months. However, should the Company significantly expand its efforts in any one of its current product lines, enter into agreements for the development of new products or find a suitable merger or acquisition candidate, the Company may consider additional sources of capital based on requirements and market conditions at the time. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that a number of important factors could cause the Company's actual results for fiscal year 1998 and beyond to differ materially from those in any forward-looking statements made by, or on behalf of, the Company. These important factors include, without limitation, the timing of future regulatory approvals, announcements of technological innovations or the introduction of new products by the Company or its competitors, the time, effort and priority level that AHP attaches to the Angio-Seal and AHP's ability to successfully manufacture and market the Angio-Seal, the Company's ability to manufacture Angio-Seal components, competition by other developers of puncture closure devices, general business conditions in the healthcare industry and general economic conditions. Results of operations in any past period should not be considered indicative of the results to be expected for future periods. Fluctuations in operating results may also result in fluctuations in the price of the Common Stock. 11 12 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. A. Exhibits. None B. Reports on Form 8-K. None C. Financial Data Schedule 12 13 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. KENSEY NASH CORPORATION Date: November 14, 1997 By: /s/ Joseph W. Kaufmann ---------------------------------- Joseph W. Kaufmann President, Chief Executive Officer and Chief Financial Officer 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,029,275 3,663,074 1,229,936 0 824,506 9,105,323 6,129,618 2,177,147 15,567,898 551,056 0 0 0 7,215 11,592,341 15,567,898 534,061 1,565,290 816,090 2,365,692 0 0 14,584 (679,680) 0 (679,680) 0 0 0 (679,680) (0.09) 0
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