-----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, QXRfzv45/lD9vpG1a5YklPGYrZxqA44co0dQNU8HDsoviUPCbq/4PffIR/w55oq6 lmmFXj2mzEiBUGlgJVCFlA== 0000893220-01-500219.txt : 20010516 0000893220-01-500219.hdr.sgml : 20010516 ACCESSION NUMBER: 0000893220-01-500219 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALON MEDICAL CORP CENTRAL INDEX KEY: 0000862668 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330272839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20127 FILM NUMBER: 1637221 BUSINESS ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD STREET 2: PLZ LEVEL CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106886830 MAIL ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT SURGICAL LASERS INC DATE OF NAME CHANGE: 19930328 10-Q 1 w48747e10-q.txt QUARTERLY REPORT FOR THE PERIOD ENDED 3/31/2001 1 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 March 31, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to________ Commission File No. 0-20127 ESCALON MEDICAL CORP. (Exact name of Registrant as specified in its charter) Delaware 33-0272839 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.)
351 East Conestoga Road Wayne, PA 19087 (610) 688-6830 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (x) No ( ) Indicate the number of shares of outstanding stock of each of the issuer's classes of common stock, as of the latest practicable date. Date: May 2, 2001 3,292,184 Shares of Common Stock, $0.001 par value
2 ESCALON MEDICAL CORP. INDEX
Page ---- PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2000 and March 31, 2001 3 Condensed Consolidated Statements of Operations for the Three And Nine Months Ended March 31, 2001 and 2000 4 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2001 and 2000 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 4. Submission of Matters to Vote of Security Holders 16 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 17
2 3 PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements ESCALON MEDICAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, March 31, 2000 2001 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 177,106 $ 205,366 Accounts receivable, net 1,331,783 2,051,756 Inventory, net 1,574,678 1,740,437 Prepaid insurance 166,667 35,021 Other current assets 69,063 45,307 ------------ ------------ Total current assets 3,319,297 4,077,887 Long-term note receivable 150,000 150,000 Furniture and equipment, net 479,018 608,629 Customer lists, net 7,464,722 7,079,722 Goodwill, net 2,278,576 2,197,746 Trademarks and trade names, net 2,229,722 2,114,772 License and distribution rights, net 266,843 245,106 Patents, net 215,006 209,278 Due from joint venture 80,961 646,494 Other assets 361,145 909,182 ------------ ------------ Total assets $ 16,845,290 $ 18,238,816 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Line of credit $ 4,032,105 $ 4,801,009 Current portion of long-term debt 1,400,000 1,464,884 Accounts payable 462,086 358,051 Accrued compensation 355,074 390,920 Other current liabilities 280,976 369,426 ------------ ------------ Total current liabilities 6,530,241 7,384,290 Long-term debt, net of current portion 4,900,000 4,917,558 ------------ ------------ Total liabilities 11,430,241 12,301,848 Shareholders' Equity: Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued -- -- Common stock, $0.001 par value; 35,000,000 shares authorized, 3,292,184 and 3,242,184 shares issued at March 31, 2001 and June 30, 2000, respectively 3,242 3,292 Additional paid-in capital 46,021,569 46,121,519 Accumulated deficit (40,609,762) (40,187,843) ------------ ------------ Total shareholders' equity 5,415,049 5,936,968 ------------ ------------ Total liabilities and shareholders' equity $ 16,845,290 $ 18,238,816 ============ ============
Note: The consolidated balance sheet at June 30, 2000 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements 3 4 ESCALON MEDICAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended March 31, March 31, 2000 2001 2000 2001 ----------- ----------- ----------- ----------- Revenues, net $ 2,109,521 $ 2,824,555 $ 4,419,733 $ 8,721,915 ----------- ----------- ----------- ----------- Costs and expenses: Cost of goods sold 820,866 979,007 1,975,064 3,007,098 Research and development 296,930 160,586 764,313 361,190 Marketing, general and administrative 1,383,349 1,297,754 3,361,419 4,017,034 ----------- ----------- ----------- ----------- Total costs and expenses 2,501,145 2,437,347 6,100,796 7,385,322 ----------- ----------- ----------- ----------- Income (loss) from operations (391,624) 387,208 (1,681,063) 1,336,593 ----------- ----------- ----------- ----------- Other income and expenses: Gain on Sale of Silicone Oil product line -- -- 1,848,215 -- Write-off of Ocufit 22,253 -- (432,859) -- Equity in income (loss) of unconsolidated joint venture -- 14,565 -- (15,404) Interest income 32,561 -- 126,348 2,929 Interest expense (252,573) (264,990) (282,345) (824,008) ----------- ----------- ----------- ----------- Total other income and expenses (197,759) (250,425) 1,259,359 (836,483) ----------- ----------- ----------- ----------- Income (loss) before income taxes (589,383) 136,783 (421,704) 500,110 Income taxes 43,860 21,166 43,860 78,191 ----------- ----------- ----------- ----------- Net (loss) income $ (633,243) $ 115,617 $ (465,564) $ 421,919 =========== =========== =========== =========== Basic net (loss) income per share $ (0.195) $ 0.035 $ (0.144) $ 0.128 =========== =========== =========== =========== Diluted net (loss) income per share $ (0.195) $ 0.035 $ (0.144) $ 0.126 =========== =========== =========== =========== Weighted average shares - basic 3,242,184 3,292,184 3,242,184 3,292,184 =========== =========== =========== =========== Weighted average shares - diluted 3,242,184 3,334,727 3,242,184 3,340,713 =========== =========== =========== ===========
See notes to condensed consolidated financial statements 4 5 ESCALON MEDICAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended March 31, 2000 2001 ------------ ------------ Cash Flows from Operating Activities: Net income $ (465,564) $ 421,919 Adjustments to reconcile net income to net cash (used in) provided from operating activities: Depreciation and amortization 513,281 849,191 Gain on sale of Silicone Oil (1,848,215) -- Write-off of Ocufit 432,859 -- Loss of unconsolidated joint venture -- 15,404 Change in operating assets and liabilities: Accounts receivable, net 687,283 (719,973) Inventory, net 153,551 (165,759) Other operating assets, current and long-term 45,495 247,828 Accounts payable, accrued and other liabilities (336,949) 85,144 ------------ ------------ Net cash (used in) provided from operating activities (818,259) 733,754 ------------ ------------ Cash Flows from Investing Activities: Purchase of short-term investments (7,043,061) -- Proceeds from maturities of short-term investments 7,043,061 -- Proceeds from sale of Silicone Oil product line 1,587,885 -- Release of restricted cash 1,000,000 -- Final payment for Vascular Access Business (1,000,000) -- Purchase of Sonomed, Inc. (12,050,000) -- Due from joint venture -- (565,533) Purchase of furniture and equipment (86,648) (126,187) Other assets (114,252) -- Goodwill, license and distribution rights and patents (67,716) (79,528) ------------ ------------ Net cash used in investing activities (10,730,731) (771,248) ------------ ------------ Cash Flows from Financing Activities: Line of credit borrowing, net 4,000,000 768,904 Proceeds from term loan 7,000,000 -- Principal payments on term loan (933,332) (703,150) Payment of deferred finance charge (100,000) -- ------------ ------------ Net cash provided by financing activities 9,966,668 65,754 ------------ ------------ Net (decrease) increase in cash and cash equivalents (1,582,322) 28,260 Cash and cash equivalents, beginning of period 3,854,240 177,106 ------------ ------------ Cash and cash equivalents, end of period $ 2,271,918 $ 205,366 ============ ============ Supplemental Schedule of Cash Flow Information: Interest paid $ 259,789 $ 734,015 ============ ============ Supplemental Schedule of Noncash Activity: Accrued royalties converted to short-term debt $ -- $ 64,884 Long-term debt obligation incurred as a result of a royalty agreement $ -- $ 717,558 Accrued royalties converted to common stock $ -- $ 100,000 Deposit on furniture and equipment reclassed from other assets $ -- $ 105,044
See notes to condensed consolidated financial statements 5 6 ESCALON MEDICAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Escalon Medical Corp. and its subsidiaries Escalon Pharmaceutical Inc., Escalon Vascular Access, Inc., Sonomed, Inc. and Escalon Digital Vision, Inc. (jointly referred to as "Escalon" or the "Company") have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Operating results for interim periods are not indicative of the results that may be expected for the fiscal year ending June 30, 2001. For more complete financial information, the accompanying condensed financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2000 included in the Company's annual report on Form 10-K. In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. The Company is required to adopt SAB 101 in the fourth quarter of fiscal 2001. Management does not expect to adoption of SAB 101 to have a material effect on the Company's operations or financial position. 2. PER SHARE INFORMATION The Company follows Financial Accounting Standards Board Statement No. 128, "Earnings Per Share", in presenting basic and diluted earnings per share. The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Nine Months Ended March 31, March 31, 2000 2001 2000 2001 ----------- ----------- ----------- ----------- Numerator: Numerator for basic and diluted earnings (loss) per share: Net (loss) income $ (633,243) $ 115,616 $ (465,564) $ 421,919 ----------- ----------- ----------- ----------- Denominator: Denominator for basic earnings per share - weighted average shares 3,242,184 3,292,184 3,242,184 3,292,184 Effect of dilutive securities: Employee stock options -- 42,543 -- 48,529 ----------- ----------- ----------- ----------- Denominator for diluted earnings per share - weighted average and assumed conversion 3,242,184 3,334,727 3,242,184 3,340,713 =========== =========== =========== =========== Basic earnings (loss) per share $ (0.195) $ 0.035 $ (0.144) $ 0.128 =========== =========== =========== =========== Diluted earnings (loss) per share $ (0.195) $ 0.035 $ (0.144) $ 0.126 =========== =========== =========== ===========
6 7 3. INVENTORIES Inventories, stated at the lower of cost (determined on a first-in, first-out basis) or market, consisted of the following:
June 30, March 31, 2000 2001 ----------- ----------- Raw materials / work in process $ 1,336,754 $ 1,427,981 Finished goods 365,092 414,624 ----------- ----------- 1,701,846 1,842,605 Valuation allowance (127,168) (102,168) ----------- ----------- $ 1,574,678 $ 1,740,437 =========== ===========
4. ACQUISITION OF SONOMED, INC. On January 14, 2000, the Company purchased all of the outstanding capital stock of Sonomed, Inc. ("Sonomed"), a privately-held manufacturer and marketer of ophthalmic ultrasound diagnostic devices. This business combination was accounted for as a purchase. The total cost of the acquisition was $12,314,202, of which $11,212,488 was allocated to proprietary rights and intangible assets, including: $7,700,000 to customer lists, $2,300,000 to trademarks and trade names and $1,212,488 to goodwill. The intangible assets are being amortized on a straight-line basis over a fifteen-year period. In addition, the Company entered into a three-year employment agreement with the president of Sonomed, which provides for a $175,000 annual salary (plus cost of living adjustments). The Company also issued to key employees of Sonomed incentive stock options exercisable for the purchase of 330,000 shares of the Company's Common Stock and agreed to make available to key employees of Sonomed a bonus program of at least three percent of Sonomed's net quarterly sales for a period of three years. The following pro forma results of operations information has been prepared to give effect to the purchase 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. PRO FORMA RESULTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended March 31, March 31, 2000 2001 2000 2001 ----------- ----------- ----------- ----------- Revenues $ 2,342,000 $ 2,825,000 $ 7,852,000 $ 8,722,000 Net income $ (531,104) $ 116,000 $ 299,000 $ 422,000 Basic net income per share $ (0.164) $ 0.035 $ 0.092 $ 0.128 Diluted net income per share $ (0.164) $ 0.035 $ 0.092 $ 0.126 Weighted average shares - basic 3,242,184 3,292,184 3,242,184 3,292,184 Weighted average shares - diluted 3,242,184 3,334,727 3,242,184 3,340,713
7 8 5. BANK LOANS In connection with the acquisition of Sonomed on January 14, 2000, PNC Bank, N.A. refinanced the Company's $2,000,000 credit facility. In doing so, the Bank released $1,000,000 of restricted cash held as collateral for the Company's prior term loan. The Company repaid the outstanding balances on its line of credit ($1,000,000) and term loan ($833,330). The Bank then granted a new $12,000,000 credit facility to provide financing for the acquisition. This included a $7,000,000 five-year term loan and a $5,000,000 reducing line of credit. The interest rate on the term loan is on prime plus 1.0% and the line of credit is prime plus 0.75%. An interest rate cap agreement was entered into to cover the $7,000,000 term loan through January 2003 and $3,000,000 of the line of credit though January 2002. The maximum interest rate that may be charged on the term loan and on the protected portion of the line of credit for calendar year 2000 was 9%. Escalon also paid $100,000 in finance fees that are recorded in other assets. These fees will be amortized over the term of the loans using the effective interest method. All of the Company's assets collateralize these agreements. At March 31, 2001, the interest rates applicable to the term loan and the line of credit were 9.00% and 8.75% (9.50% on the unprotected portion), respectively. The term loan and the line of credit agreements contain various covenants related to required levels of earnings before interest, taxes, depreciation and amortization ("EBITDA"), as defined, and the maintenance of net worth levels, among others. The Company did not achieve the EBITDA and net worth covenants and also violated other covenants regarding investments and advances and the creation of further indebtedness, which are breaches of the loan agreements. The Bank has waived these requirements of the agreements as of March 31, 2001, and for the period ending April 1, 2002. 6. CONTINGENCY Litigation As previously reported in reports filed with the SEC, on or about June 8, 1995, a purported class action complaint captioned George Kozloski v. Intelligent Surgical Lasers, Inc., et al., 95 Civ. 4299, was filed in the U.S. District Court for the Southern District of New York as a "related action" to In Re Blech Securities Litigation (a lawsuit to which the Company is no longer a party). The plaintiff purports to represent a class of all purchasers of the Company's stock from November 17, 1983, to and including September 21, 1994. The complaint alleges that the Company, together with certain of its officers and directors, David Blech and D. Blech & Co., Inc., issued a false and misleading prospectus in November 1993 in violation of Sections 11, 12 and 15 of the Securities Act of 1933. The complaint also asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and common law. Actual and punitive damages in an unspecified amount are sought, as well as a constructive trust over the proceeds from the sale of stock pursuant to the offering. On June 6, 1996, the court denied a motion by the Company and the named officers and directors to dismiss the Kozloski complaint and, on July 22, 1996, the Company defendants filed an answer to the complaint denying all allegations of wrongdoing and asserting various affirmative defenses. In an effort to curtail its legal expenses related to this litigation, while continuing to deny any wrongdoing, the Company has reached an agreement, subject to final court approval, to settle this action on its behalf and on behalf of its former officers and directors, for $500,000. The Company's directors and officers insurance carrier has agreed to fund a significant portion of the settlement amount. Both the Company and its insurance carrier have deposited such funds in an escrow account. 8 9 7. REVENUES, NET Revenues, net include quarterly payments earned in connection with the sale of the AdatoSil(R) 5000 Silicone Oil ("Silicone Oil") product line. This revenue totaled $1,528,000 for the period beginning on the commencement date of August 11, 2000 through March 31, 2001. The Company is entitled to receive additional consideration, in varying amounts, through fiscal 2005. Included in accounts receivable as of March 31, 2001 is $623,000. 8. AMENDMENT AND SUPPLEMENT TO ASSETS SALE AND PURCHASE AGREEMENT AND RELEASE On January 21, 1999, Escalon Vascular Access, Inc., the Company's wholly owned subsidiary and Radiance Medical Systems, Inc., ("Radiance") formerly CardioVascular Dynamics Inc., entered into an Assets Sale and Purchase Agreement. Pursuant to this Assets Sale and Purchase Agreement, the Company acquired the assets of Radiance's Vascular Access Business for an aggregate purchase price of $2,104,442.19 in cash. The Company also agreed to pay royalties based on future sales of products of the Vascular Access Business for a period of five years following the closing of this sale, with a guaranteed minimum royalty of $300,000 per year. In lieu of the Company paying guaranteed minimum royalties over the remaining three years, the Company has renegotiated with Radiance a lump-sum amount of $717,558 plus interest to be paid over three years, as set forth in the Amendment and Supplement to Assets Sale and Purchase Agreement and Release dated February 28, 2001. In connection therewith, the Company delivered to Radiance an additional term note in the amount of $717,558, with interest at the prime rate as published in The Wall Street Journal (New York edition) plus 1%, with interest only payable quarterly beginning on May 31, 2001 through January 15, 2002 and principal and interest payable in eleven quarterly installments beginning on April 15, 2002. In addition, the Amendment also accounts for $182,442 of accrued royalties for the period ended January 21, 2001. Pursuant to the Amendment the Company paid $17,558 to Radiance, delivered a Short Term Note in the amount of $64,884, with interest at the prime rate as published in The Wall Street Journal (New York edition) plus 1%, with interest only payable quarterly beginning on May 31, 2001 and the principal and interest payable in full on January 15, 2002, and issued to Radiance 50,000 shares of the Company's common stock valued at $100,000 (See Part I, Item 2 "LIQUIDITY AND CAPITAL RESOURCES."). The Company agreed to use its best efforts to register the shares of the Company's common stock issued to Radiance in the amendment on Form S-3 under the Securities Act of 1933 (the "Securities Act") in a manner that will, upon being declared effective, constitute a "shelf" registration for purposes of Rule 415 under the Securities Act. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This document contains certain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements include certain information relating to the development of acquisition and joint venture opportunities, fluctuations in results of operations, as well as information contained elsewhere in this report where statements are preceded by, followed by or include the words "believes," "expects," "anticipates" or similar expressions. For such statements the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this document are subject to risks and uncertainties that could cause the assumptions underlying such forward-looking statements and the actual results to differ materially from those expressed in or implied by the statements. The most important factors that could prevent the Company from achieving its goals - and cause the assumptions underlying the forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements - include, without limitation, the following: (i) the competitive nature of the industries in which the Company competes and the ability of the Company to (a) successfully maintain existing strategic relationships and (b) negotiate and enter into new strategic relationships and otherwise distinguish its products from those of other companies on the basis of quality, value and reliability; (ii) economic and regulatory conditions which could adversely affect sales of the Company's products, including the uncertainty of FDA approval for any new applications; (iii) the ability of the Company to successfully develop and market new products; (iv) future capital needs and the uncertainty of additional funding (whether through the financial markets, collaborative or other arrangements with strategic partners, or from other sources); (v) uncertain protection of 9 10 important proprietary technology; (vi) the outcome of litigation matters; (vii) limitation on third-party reimbursement and the possible adverse impact of health care reform on the payment of health care services; (viii) dependence on key personnel; (ix) an uninterrupted supply of materials vital to the Company's revenue streams; and (x) the ability of the Company to maintain its listing on the NASDAQ SmallCap Market. OVERVIEW The following discussion should be read in conjunction with the interim condensed consolidated financial statements and the notes thereto which are set forth elsewhere in this report on Form 10-Q. Escalon Medical Corp. and its subsidiaries, Sonomed, Inc., Escalon Pharmaceutical Inc., Escalon Vascular Access, Inc. and Escalon Digital Vision, Inc., (jointly referred to as "Escalon" or the "Company") operate in the healthcare market specializing in the development, manufacture, marketing and distribution of ophthalmic diagnostic, surgical and pharmaceutical products, as well as vascular access devices. On February 12, 1996, the Company acquired all of the assets and certain liabilities of Escalon Ophthalmics, Inc. ("EOI"). Prior to the acquisition, the Company was in the development stage and devoting substantially all of its resources to the research and development of laser systems designed for the treatment of ophthalmic disorders. Upon the completion of the acquisition, the Company changed its market focus and is now engaged in developing, manufacturing, marketing and distributing ophthalmic diagnostic, surgical and pharmaceutical products as well as niche medical products. Sales of the products acquired from EOI are made primarily to hospitals and physicians throughout the United States. To further develop and commercialize its proprietary laser technology, in October 1997, the Company licensed its intellectual laser properties to a newly formed company, IntraLase, in return for an equity interest in IntraLase and future royalties on product sales. IntraLase has the responsibility of funding and developing the laser technology through to commercialization. Escalon's present and expected future market strategy is to locate and acquire profitable niche medical products that it will own and control rights to. To finance this program, the Company sold its license and distribution rights to Betadine(R) 5% Sterile Ophthalmic Prep Solution ("Betadine") and AdatoSil(R) 5000 Silicone Oil, in March and August 1999, respectively. Escalon purchased the vascular access business unit of Radiance Medical Systems, Inc. in January 1999. This was significant as the Company's first step in diversification. The vascular access product line was the first niche product acquired outside the ophthalmic medical field. Vascular products are marketed to cardiac catheterization laboratories through the Company's sales force and a series of independent distributors. In January 2000, the Company purchased Sonomed, Inc., a privately held manufacturer and marketer of ophthalmic ultrasound diagnostic devices. These products are sold domestically and internationally either directly to the customer or through a series of independent distributors. The Company entered into a joint venture with MegaVision, Inc. in April 2000. The joint venture has been named Escalon Medical Imaging, LLC ("Imaging"). The purpose of Imaging is to develop, manufacture and market hardware and software to retro-fit existing ophthalmic photographic equipment to digital technology. The Company (through its subsidiary Escalon Digital Vision, Inc.) and MegaVision, Inc. each own 50% of Imaging. The Company expects that results of operations may fluctuate from quarter to quarter for a number of reasons, including: (i) anticipated order and shipment patterns of the Company's products; (ii) lead times to produce the Company's products; (iii) general competitive and economic conditions of the healthcare market; and (iv) availability from suppliers of component parts and supplies. 10 11 RESULTS OF OPERATIONS The Company currently operates in three business units: Medical, which includes the original ophthalmic surgical products; Sonomed, which includes ophthalmic diagnostic devices; and Vascular, which includes vascular access devices. Three and Nine-Month Periods Ended March 31, 2000 and 2001 Product revenues increased $715,000 or 33.89%, to $2,825,000 for the three-month period ended March 31, 2001 as compared to $2,110,000 for the same period ended March 31, 2000. Revenue from the Sonomed business unit increased $237,000 to $1,398,000 for the three-month period ended March 31, 2001 as compared to $1,161,000 for the same period ended March 31, 2000. Sonomed was acquired in mid-January 2000, therefore contributing only two-and-one half months' revenue during the three-month period ended March 31, 2000. In the Company's Medical business unit, revenue earned in connection with Silicone Oil was $623,000 for the three-month period ended March 31, 2001. Revenues from the balance of the Medical product line experienced a nominal decrease of $48,000 for the three-month period ended March 31, 2001 as compared to the same period ended March 31, 2000. The Vascular business unit experienced a $97,000 decrease in revenue to $524,000 for the three-month period ended March 31, 2001 compared to the same period last year. This decrease occurred as distributors experienced a surplus of inventory and reduced orders. Product revenues increased $4,302,000 or 97.33%, to $8,722,000 for the nine-month period ended March 31, 2001 as compared to $4,420,000 for the same period ended March 31, 2001. Revenue from the Sonomed business unit increased $3,320,000 to $4,481,000 for the nine-month period ended March 31, 2001 as compared to $1,161,000 for the same period ended March 31, 2000. Sonomed was acquired in mid-January 2000, therefore contributing only two-and-one half months' revenue during the nine-month period ended March 31, 2000. In the Company's Medical business unit, revenue earned in connection with Silicone Oil was $574,000 from July 1, 1999 through August 13, 1999. The Company sold its rights to the product to Bausch & Lomb on August 13, 1999, and did not recognize any revenue from Silicone Oil for a period of one year from the date of sale. Beginning on August 13, 2000, the Company is entitled to receive from Bausch & Lomb a percentage of Bausch & Lomb's gross profit from sales of the oil product through fiscal 2005. From August 13, 2000 through March 31, 2001 revenue earned in connection with Silicone Oil was $1,528,000, $954,000 more than the Silicone Oil revenue recognized during the period ended March 31, 2000. Revenues from the balance of the Medical product line increased by $210,000. This increase was due mainly to the fulfillment of customers' backorders for the Company's ISPAN(TM) gas product during the first quarter of fiscal 2001. The Vascular business unit experienced an $182,000 decrease compared to the same period last year. This decrease occurred as distributors experienced a surplus of inventory and reduced orders. Cost of goods sold totaled $979,000, or 34.65% of revenue, for the three-month period ended March 31, 2001, as compared to $821,000, or 38.91% of revenue for the same period last year. The reduction in cost of goods sold as a percentage of revenue is due to a favorable product mix resulting from the acquisition of Sonomed and revenues received from Bausch & Lomb related to Silicone Oil. Cost of goods sold in the Sonomed unit totaled $526,000, or 37.63% of revenue during the three-month period ended March 31, 2001. Cost of goods sold in the Medical unit decreased $33,000 to $187,000, or 20.73% of revenue. Cost of goods sold as a percentage of revenue was 67.28% during the same period last fiscal year. This decrease is due to the fact that the Silicone Oil revenue recognized during fiscal 2001 does not have any costs associated with the revenue. Cost of goods sold for the Medical business unit was 67.03% of sales for the three-month period ended March 31, 2001, when Silicone Oil revenue is excluded. Cost of goods sold in the Vascular unit increased $3,000 to $266,000, or 50.76% of revenue, as compared to 42.35% of revenue during the same period last year. Materials represented 29.96%, while labor and other employee-related expenses represented 20.80% for the three-month period ended March 31, 2001. Materials represented 29.63%, while labor and other employee-related expenses represented 12.72% for the three-month period ended March 31, 2000. Cost of goods sold totaled $3,007,000, or 34.48% of revenue, for the nine-month period ended March 31, 2001, as compared to $1,975,000, or 44.68% of revenue for the same period last year. 11 12 The reduction in cost of goods sold as a percentage of revenue is due to a favorable product mix resulting from the acquisition of Sonomed and revenues received from Bausch & Lomb related to Silicone Oil. Cost of goods sold in the Sonomed unit totaled $1,647,000, or 36.76% of revenue. Cost of goods sold in the Medical unit decreased $234,000 to $638,000, or 23.36% of revenue. Cost of goods sold as a percentage of revenue was 55.62% during the same period last fiscal year. This decrease is due to the fact that the Silicone Oil revenue recognized during fiscal 2001 does not have any costs associated with the revenue. Cost of goods sold for the Medical business unit was 53.03% of sales for the nine-month period ended March 31, 2001, when Silicone Oil revenue is excluded. Cost of goods sold in the Vascular unit decreased $43,000 to $722,000, or 47.85% of revenue, as compared to 45.19% of revenue during the same period last year. Research and development expenses decreased $136,000, or 45.79%, to $161,000 for the three-month period ended March 31, 2001 when compared to the same period last fiscal year. Research and development in the Sonomed unit increased $34,000, or 56.67%, to $94,000 for the three-month period ended March 31, 2001. This is largely due to increased consulting activity related to a new product expected to be released in the fourth quarter of fiscal 2001. Research and development in the Medical and Vascular business units decreased $170,000 when compared to the same period last year. The Company has suspended development of Povidone-Iodine 2.5% and is seeking a partner for further development of this product line; development of Ocufit SR(R) has been terminated. The Company's present strategy for research and development, as well as what it expects to implement in the future, entails undertaking shorter-term projects with quicker anticipated returns. Research and development expenses decreased $403,000, or 52.75%, to $361,000 for the nine-month period ended March 31, 2001 when compared to the same period last fiscal year. Research and development expense in the Sonomed unit increased $172,000 to $232,000 for the nine-month period ended March 31, 2001. This increase is largely due to the fact that Sonomed was acquired in January 2000, and therefore contributed only two-and-one-half months' expenses during the same period last fiscal year. Research and development in the Medical and Vascular business units decreased $575,000 when compared to the same period last year. The Company has suspended development of Povidone-Iodine 2.5% and is seeking a partner for further development of this product line; development of Ocufit SR(R) has been terminated. Marketing, general and administrative expenses decreased $85,000, or 6.15%, to $1,298,000 for the three-month period ended March 31, 2001 when compared to the same period last fiscal year. Marketing, general and administrative expenses in the Sonomed and Medical units decreased $9,000 to $1,007,000 for the three-month period ended March 31, 2001. This decrease is due largely to a decrease in administrative bonuses, as year-to-date balances were adjusted to reflect the company's cost-cutting focus. Marketing, general and administrative expenses in the Vascular business unit decreased $76,000, or 20.94%, to $291,000. This decrease was largely due to reduced salaries and employee-related expenses due to reduced headcount. Marketing, general and administrative expenses increased $656,000, or 19.52%, to $4,017,000 for the nine-month period ended March 31, 2001 when compared to the same period last fiscal year. Marketing, general and administrative expenses in the Sonomed and Medical units increased $818,000 to $3,182,000 for the nine-month period ended March 31, 2001. This increase is largely due to the fact that Sonomed was acquired in January 2000, and therefore contributed only two-and-one-half months expenses during the same period last fiscal year. This increase is offset by the following reductions in the Medical business unit: Royalties decreased by $51,000 as a result of the Company's decision to discontinue clinical trials of Ocufit SR(R) in December 1999. Travel-related expenses decreased $58,000, the direct result of a concerted effort in this area. Marketing, general and administrative expenses in the Vascular business unit decreased $162,000 to $835,000. The main factors contributing to this decrease were decreased salaries and employee-related costs, which reduced by $154,000, the result of reduced headcount; and a decrease in travel-related expenses, which reduced by $82,000, the direct result of a concerted effort in this area. These decreases were partially offset by an increase in consulting expense of $83,000, mostly due to the retention of a sales and marketing consultant. 12 13 In August 1999, the Company reported the sale of its license and distribution rights for the AdatoSil(R) 5000 Silicone Oil product line. This sale resulted in a $1,848,000 gain after writing off the remaining net book value of license and distribution rights associated with that product line. After completing the initial phase I human clinical trials in late December 1999, management re-evaluated its Ocufit SR(R) ophthalmic drug delivery system project. It was decided that further expenditures on this project were not in the shareholders' best interest, and the project was discontinued. This decision resulted in the Company taking a non-cash charge of $411,000 in the second and third quarter of fiscal 2000, which included write-off of the net book value for remaining goodwill and patent costs associated with this project. On December 18, 2000, the Company announced that it was granted 510(K) clearance to begin marketing its high-end digital camera system for ophthalmologists known as the CFA Digital Imaging System. The system will be marketed through the Company's joint venture with MegaVision, Inc. As a result of the approval, the joint venture began selling the product in December 2000, resulting in Escalon recognizing a $15,000 profit for the three months ended March 31, 2001. For the nine months ended March 31, 2001, the Company has recorded a $15,000 loss from the joint venture. Interest income decreased $33,000 and $123,000 for the three- and nine-month periods ended March 31, 2001 as compared to the same periods last year. On a quarterly basis, the Company's cash balance has been substantially lower than during the same period last fiscal year. This decrease resulted from the decrease in cash and cash equivalents available for investment due to the significant changes in the Company arising from the Sonomed acquisition. Interest expense increased $12,000 and $542,000 for the three- and nine-month periods ended March 31, 2001 as compared to the same periods last year. This is largely the result of corporate borrowing arrangements that did not exist until the third quarter of fiscal 2000. In connection with the Sonomed acquisition, PNC Bank refinanced its existing debt, providing $12,000,000 of financing to the Company. There is no provision for federal income taxes for the periods presented as a result of utilization of net operating loss carryforwards. The Company has recognized a $78,000 expense related to state income taxes for the nine-month period ended March 31, 2001. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2001, the Company had cash and cash equivalents of $205,000 as compared to $177,000 at June 30, 2000, an increase of $28,000. This increase consists of $734,000 provided by operating activities, and $771,000 additional borrowing against the line of credit offset by $700,000 used to pay down the term loan, $566,000 additional investment in the joint venture with MegaVision, Inc., $126,000 used to purchase assets, the large portion of which includes a new accounting software package and related hardware, and $80,000 which has been classified as goodwill related to the Sonomed acquisition. The additions to goodwill were the result of an agreement between the Company and the former owner of Sonomed, whereby the Company agreed to indemnify the former owner for certain taxes incurred as a result of the acquisition. On January 14, 2000, the Company replaced its $2,000,000 credit facility obtained in January 1999. PNC Bank granted a new $12,000,000 credit facility to assist with the Sonomed acquisition. This included a $7,000,000 five-year term loan and a $5,000,000 line of credit and the release of the requirement to maintain a $1,000,000 certificate of deposit with the Bank. The interest rate on the term loan is based on prime plus 1.0% and the line of credit is based on prime plus 0.75%. Interest rate cap agreements are used to reduce the potential impact of increases in interest rates on the floating-rate term loan and line of credit. At March 31, 2001, the Company was party to interest rate cap agreements covering the $7,000,000 term loan through January 1, 2003 and $3,000,000 of the reducing line of credit through January 1, 2002. The agreements entitle the Company to receive from the Bank, the counter-party to both agreements, on a monthly basis the amounts, if any, by which the Company's interest payments on the $3,000,000 protected portion of the line of credit exceed 9%. Payments are also due monthly from the Bank if the interest rate on the loan exceeds 9.5% for the period January 1, 2001 through January 1, 2002 and 10% for the period January 1, 2002 through January 1, 2003. At March 31, 2001, the interest rates applicable to the term loan and the line of credit were 9.0% and 8.75% (9.50% on 13 14 the unprotected portion), respectively. Escalon also paid $100,000 in finance fees that are recorded in other assets. These fees are being amortized over the term of the loans using the effective interest method. All of the Company's assets, including those acquired from Sonomed, collateralize these agreements. The Bank's prime rate as of March 31, 2001 was 8.0%. The term loan and the line of credit agreements contain various covenants related to required levels of earnings before interest, taxes, depreciation and amortization ("EBITDA"), as defined, and the maintenance of net worth levels, among others. The Company did not achieve the EBITDA and net worth covenants and also violated other covenants regarding investments and advances and the creation of further indebtedness, which are breaches of the loan agreements. The Bank has waived these requirements of the agreements as of March 31, 2001, and for the period ending April 1, 2002. In addition, the Company is currently negotiating with the Bank to amend the covenant conditions of the line of credit and the term loan. On January 21, 1999, the Company's wholly owned subsidiary, Escalon Vascular Access, Inc., and Radiance Medical Systems, Inc. entered into an Assets Sale and Purchase Agreement. Pursuant to this agreement, the Company acquired for cash, the assets of Radiance's vascular access business, and also agreed to pay royalties based on future sales of products of the vascular access business for a period of five years following the closing of this sale with a guaranteed minimum royalty of $300,000 per year. On February 28, 2001 the parties amended the agreement (see Part II. Other Information, Item 6. Exhibits and reports on Form 8-K, Exhibit 10.15 Registrant's Amendment and Supplement Agreement and Release between the Registrant and Radiance Medical Systems, Inc.) to provide an adjustment in the terms of payment of the royalties. Pursuant to the Agreement the Company will pay $17,558 in cash to Radiance, delivered a short-term note in the amount of $64,884, an additional term note in the amount of $717,558 and has issued 50,000 shares of Escalon Common Stock to Radiance. The Company anticipates that additional expenditures may be incurred in connection with registration of the Common stock, which will require the filing of Form S-3 . The Board of Directors has authorized the repurchase of up to 500,000 shares of the Company's Common Stock. The price, timing and manner of these purchases will be at the discretion of management. No purchases have been made, nor are any currently expected to be made under this authority. The Company anticipates that the cash generated from future product sales and cash received from the Silicone Oil divestment should be adequate to satisfy its capital requirements, based on current levels of operations. In the longer term, the Company will seek corporate partnering, licensing and other financing opportunities to satisfy the significant expenditures needed to fund its' growth-through-acquisition strategy. The Common Stock is currently listed on the Nasdaq SmallCap Market. In order to continue to be listed on the Nasdaq SmallCap Market, certain listing requirements must be met. If the Company's securities were delisted, an investor could find it more difficult to dispose of them, or to obtain accurate quotations as to the market value of the Company's securities. 14 15 Reportable Segments Nine Months Ended March 31, 2001
Medical Vascular Sonomed Other Total ------- -------- ------- ----- ----- Revenue, net $ 2,731,000 $ 1,510,000 $ 4,481,000 $ -- $ 8,722,000 Interest income 3,000 -- -- -- 3,000 Interest expense -- 5,000 819,000 -- 824,000 Equity in loss of unconsolidated joint venture -- -- -- -- Net profit (loss) 505,000 (68,000) -- (15,000) 422,000 - -------------------------------------------------------------------------------------------------------------------------- Depreciation and amortization 107,000 155,000 576,000 11,000 849,000 Assets 2,469,000 2,896,000 12,096,000 778,000 18,239,000 Expenditures for long lived assets 91,000 21,000 14,000 -- 126,000 - --------------------------------------------------------------------------------------------------------------------------
During the nine-month period ended March 31, 2001, Medical derived the majority of its revenues from the sales of ISPAN(TM) gas products and disposable products and from additional consideration in connection with the sale of the Silicone Oil product line. Vascular derived the majority of its revenues from the sales of Smartneedles and PD Access needles, both of which are used by personnel in the medical field to aid in locating difficult arteries and veins. Sonomed derived the majority of its revenues from the sales of A-Scans, B-Scans and pachymeters, which are ultrasound systems used for diagnostic or biometric applications in ophthalmology. During the nine-month period ended March 31, 2001, the Company had one entity, Bausch & Lomb, from which greater than 10% of consolidated net revenues were derived. Revenues from Bausch & Lomb were $1,863,000, or 21.36% of consolidated net revenues, during the period. This revenue is recorded in the Medical business segment. Included in accounts receivable is $623,000 owed to the Company from Bausch & Lomb. Of the external revenues reported above, $62,000, $132,000 and $1,657,000 were derived internationally in Medical, Vascular and Sonomed, respectively. Refer to the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10Q for analysis between the fiscal 2001 information disclosed here and the comparative results from fiscal 2000. 15 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATE RISK The table below provides information about the Company's financial instruments consisting primarily of debt obligations that are sensitive to changes in interest rates. For debt obligations, the table presents principal cash flows and related interest rates by expected maturity dates. Interest rates are based upon the federal prime rate at March 31, 2001 plus 1.0% on the term loan and 0.75% on the line of credit. Interest rate cap agreements are used to reduce the potential impact of increases on the floating-rate term loan and line of credit. At March 31, 2001, the Company was party to interest rate cap agreements covering the entire term loan through January 1, 2003 and $3,000,000 of the line of credit through January 1, 2002.
Expected Maturity Date, Fiscal ----------------------------------------------------------------------------------------------- 2001 2002 2003 2004 2005 Total ------------ ------------ ------------ ------------ --------- --------- Term loan 350,000 1,400,000 1,400,000 1,400,000 1,050,000 5,600,000 Interest rate - capped 9.00% 9.00% 9.00% -- -- Interest rate - no cap -- -- 9.75% 9.75% Line of credit - capped 3,000,000 -- -- -- -- 3,000,000 Interest rate 8.75% -- -- -- -- Line of credit - no cap 1,801,000 -- -- -- -- 1,801,000 Interest rate 9.50% -- -- -- -- Radiance Note 1 -- 65,000 -- -- -- 65,000 Interest rate -- 9.00% -- -- -- Radiance note 2 -- 130,000 261,000 261,000 65,000 717,000 Interest rate -- 9.00% 9.00% 9.00% 9.00%
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The information contained in Note 6 of the Notes to Condensed Consolidated Financial Statements in Part I is incorporated herein by reference thereto. ITEM 2. CHANGES IN SECURITIES The Company previously had outstanding Class A and Class B Redeemable Common Stock Purchase Warrants, with respect to which four Warrants plus $25 and $30, respectively, were exercisable for one share of Common Stock. These Warrants expired on November 17, 2000. On February 28, 2001, Escalon Vascular Access, Inc. and Radiance Medical Systems, Inc. entered into and Amendment and Supplement Agreement and Release (see Item 6, Exhibit 10.15). Pursuant to this Amendment, the Company has issued 50,000 shares of Escalon Medical Corp. Common Stock to Radiance Medical Systems, Inc. See footnote 8 for a complete discussion of this Agreement. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 16 17 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 10.15 Registrant's Amendment and Supplement Agreement and Release between the Registrant and Radiance Medical Systems, Inc. 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: May 8, 2001 By: /s/ Richard J. DePiano ----------- ----------------------- Richard J. DePiano Chairman and Chief Executive Officer DATE: May 8, 2001 By: /s/ Harry M. Rimmer ----------- --------------------- Harry M. Rimmer Vice President - Corporate Development and Finance, Secretary 17 EX-10.15 2 w48747ex10-15.txt AMENDMENT AND SUPPLEMENT AGREEMENT AND RELEASE 1 Exhibitions AMENDMENT AND SUPPLEMENT TO ASSETS SALE AND PURCHASE AGREEMENT AND RELEASE THIS AMENDMENT AND SUPPLEMENT AGREEMENT AND RELEASE (THE "AMENDMENT") is entered into as of the 28th day of February 2001, by and between ESCALON MEDICAL CORP., a Delaware corporation ("Escalon"), ESCALON VASCULAR ACCESS, INC. ("Buyer") and RADIANCE MEDICAL SYSTEMS, INC. (formerly CARDIOVASCULAR DYNAMICS, INC.), a Delaware corporation ("Radiance"). BACKGROUND WHEREAS, Escalon, Buyer and Radiance entered into an Assets Sale and Purchase Agreement (the "Asset Agreement") dated January 21, 1999, and WHEREAS, any capitalized term used herein and not defined shall have the meaning ascribed to it in the Asset Agreement, and WHEREAS, the parties wish to amend the Asset Agreement to provide an adjustment in the terms of payment of the royalties pursuant to Section 2.3(c) of the Asset Agreement,; WITNESSETH NOW, THEREFORE, in consideration of the respective covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 1. The last two sentences of Section 2.3(c) of the Asset Agreement shall be amended to read as follows: "With respect to Net Sales made during each 12-month period during the Royalty Period commencing on January 21, 2001, (each such period a "Royalty Year"), Buyer shall pay to Seller royalty payments under this Section 2.3(c) only with respect to Net Sales in excess of $3,000,000 in any Royalty Year." 2. Radiance, Escalon and Buyer agree that Buyer owes to Radiance an additional $182,442 for royalties for the 12 months ended January 21, 2001, and agree that as payment therefor, and as consideration for the amendment of Section 2.3(c) of the Asset Agreement set forth above, Escalon and Buyer shall make the issuances and payments and deliver promissory notes, and agrees to the obligations, as set forth in Sections 3, 4, 5, 6 and 7 below. 3. Escalon shall within three (3) days of the date of this Amendment issue to Radiance 50,000 shares of Escalon's common stock (to be valued at $100,000). Radiance understands and acknowledges that (i) the shares of Escalon Common Stock to be issued to the Radiance pursuant to this Amendment will be issued under certain exemptions from the registration provisions of the Securities Act of 1933 (the "Securities Act"), (ii) Radiance is acquiring the shares of Escalon Common Stock without being furnished any offering literature or prospectus, (iii) the issuance of the shares of Escalon Common Stock has not been examined by the Securities and Exchange Commission (the "Commission") or by any agency charged with the administration of the securities laws of any state or other jurisdiction and (iv) it has had the opportunity to review certain materials, including financial information, regarding Escalon and to ask questions of officers of Escalon regarding Escalon. Radiance represents and warrants that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the shares of Escalon Common Stock and of making an informed investment decision with respect thereto. Radiance understand that Escalon is relying on the truth and accuracy of the representations, declarations and warranties made in this Section 3 by Radiance in issuing the shares of Escalon Common Stock without having first registered the shares under the Securities Act or under the securities laws of any state or other jurisdiction. Radiance also confirms that (i) it understands that there are substantial restrictions on the transferability of the shares of Escalon Common Stock it is to receive pursuant to this Amendment and, accordingly, it may not be possible for it to liquidate its investment in the shares of Escalon Common Stock in case of emergency and (ii) it is able to bear the economic risk of its 18 2 investment in the shares and to hold the shares for an indefinite period of time. The shares of Escalon Common Stock are being acquired by the Radiance in good faith solely for its own account, for investment purposes only, and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof. Radiance does not have any contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the shares of Escalon Common Stock, or any part thereof, and has no current plan to enter into any such contract, undertaking, agreement or arrangement. Radiance understands that the legal consequences of the foregoing representations and warranties are that it must bear the economic risk of its investment in the shares of the Escalon Common Stock for an indefinite period of time because the shares have not been registered under the Securities Act. 4. Registration Rights. (i) Registration Rights. Escalon shall use its best efforts to register the shares of Escalon Common Stock issued to Radiance in this Amendment within the seventy-five (75) days following the execution of this Amendment or as soon as practicable thereafter on Form S-3 under the Securities Act, or any successor to such form, (or if Escalon is not eligible to use Form S-3, then any other appropriate form) in a manner that will, upon being declared effective, constitute a "shelf" registration for purposes of Rule 415 under the Securities Act, pursuant to which Radiance may sell the shares of Escalon Common Stock received by it in this Amendment, from time to time and in such amounts as Radiance may hereafter determine, all in a manner consistent with all applicable provisions of the Securities Act and the Exchange Act. (ii) Registration Procedure. With respect to registration under Section 4(i), Escalon shall prepare and file such amendments, post-effective amendments and periodic reports under the Exchange Act as may be necessary to keep such registration statement continuously effective until the second anniversary of this Amendment. Notwithstanding the foregoing, Escalon shall not be required to update, pursuant to this Section 4, any document during a period when Escalon shall, in good faith and using reasonable business judgment, believe that the premature disclosure of any event or information would have a material adverse effect on Escalon or its prospects. Radiance hereby agrees, that upon receipt of notice from Escalon of the happening of any occurrence described in the preceding sentence, Radiance shall forthwith discontinue disposition of the shares of Escalon Common Stock received by it in this Amendment pursuant to such registration statement until Radiance receipt of the copies of the supplemented or amended prospectus, and, if so directed by Escalon, Radiance shall deliver to Escalon all copies in its possession, other than permanent file copies then in Radiance's possession, of the prospectus covering such Escalon Common Stock current at the time of receipt of such notice. (iii) Expenses. The costs and expenses, other than selling discounts or commissions, of registration pursuant to this Section 4 shall be paid by Escalon (including, without limitation, all registration and filing fees, printing expenses, and costs of special audits incident to or required by such registration). 19 3 (iv) Indemnification. To the extent permitted by law, Escalon will indemnify and hold harmless Radiance, any underwriter (as defined in the Securities Act) for Radiance and each person, if any, who controls Radiance or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement on or after the effective date, or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Escalon of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each the Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. 5. Upon execution of this Amendment Escalon or Buyer shall pay $17,558 to Radiance in immediately available funds. 6. Escalon and Buyer, jointly and severally, shall execute and deliver to Radiance a term note, in the form attached hereto as Exhibit 1, (the "Short Term Note") in the amount of $64,884, with interest at the Prime Rate as published in the Wall Street Journal (New York edition) plus 1%, payable interest only quarterly beginning on May 31, 2001 and the principal and interest shall be due in full on January 15, 2002; 7. Escalon and Buyer, jointly and severally, shall execute and deliver to Radiance an additional term note, in the form attached hereto as Exhibit 2, (the "Long Term Note") in the amount of $717,558, with interest at the Prime Rate as published in the Wall Street Journal (New York edition) plus 1%, payable interest only quarterly beginning on May 31, 2001 through January 15, 2002 and thereafter principal and interest payable in eleven (11) quarterly installments beginning on April 15, 2002; 8. In the event of a Change of Control (as defined therein) of either Escalon or Buyer then all obligations under the Short Term Note and the Long Term Note (collectively, the "Notes") shall be immediately due and payable, with a prepayment premium as set forth in the Notes. 9. Each of Buyer and Escalon, on behalf of itself and each of its Affiliates, and the predecessors, successors and assigns of each acknowledges full and complete satisfaction of, and hereby irrevocably, unconditionally, forever and finally releases and fully discharges Radiance and its Affiliates, and the shareholders, Affiliates, officers, directors, employees, agents, attorneys, representatives, predecessors, successors and assigns of each (the "Radiance Releasees") from, any and all claims, demands, actions, causes of action, promises, covenants, contracts, agreements, bonds, obligations, liabilities, losses, damages, costs, expenses and moneys otherwise accrued, due or unpaid, of whatsoever character, nature or kind, whether in law or in equity, in contract or in tort, under statute or at common law, whether now known or unknown, suspected or unsuspected, fixed or contingent, against the Radiance Releasees arising out of, in connection with, or in any way related to the Asset Agreement. 10. Each of Buyer and Escalon, on behalf of itself and its Affiliates, having been fully advised by its respective counsel, hereby expressly and voluntarily waives all rights or benefits that it might otherwise have under the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows, and under any and all federal, state, foreign and/or common-law statutes or principles of similar effect: 20 4 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH DEBTOR. 11. Each of Buyer and Escalon, on behalf of itself and its Affiliates, represents and acknowledges that (a) the terms of this Amendment have been completely read and fully understood and accepted for the purpose of effecting a full, complete and final compromise, adjustment, and settlement of the matters referred to herein; (b) it intends to be fully bound hereby and may not hereafter raise any claim of mistake of fact, misunderstanding, or inadequacy of consideration in connection herewith; and (c) in executing this Agreement, it relies solely upon its own judgment, belief, and knowledge, and the advice and recommendations of its own independently selected counsel, concerning the nature, extent, and duration of its rights and claims, and it has not been influenced to any extent whatsoever in executing the same by any representation or statement made or omitted to be made by the other parties hereto or by any person representing another party. 12. This Amendment shall be governed by the terms in the Asset Agreement, provided however that in the event of any conflict or variance between the terms of this Amendment and the Asset Agreement, this Amendment shall control. 13. The parties acknowledge and agree that all of the terms, provisions, covenants and conditions of the Asset Agreement shall hereafter continue in full force and effect in accordance with the terms thereof, except to the extent amended, modified, deleted or revised in this Amendment. 14. This Amendment may be executed in any number of counterparts by facsimile or otherwise, each of which shall be deemed an original, but which together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first written above. RADIANCE MEDICAL SYSTEMS, INC. By: /s/ Steven Kroll ------------------------------- Title: VP Finance & Adm. ESCALON MEDICAL CORP. By: /s/ ------------------------------- Richard J. DePiano, CEO ----------------------------------- ESCALON VASCULAR ACCESS, INC. By: /s/ ------------------------------- Richard J. DePiano, CEO ----------------------------------- 21 5 EXHIBIT 1 SHORT TERM NOTE February 28, 2001 $64,884.00 FOR VALUE RECEIVED, Escalon Medical Corp, a Delaware corporation, and Escalon Vascular Access, Inc., a Delaware corporation, both having an address at 351 East Conestoga Road, Wayne, PA 19087 (each a "Maker"), hereby, jointly and severally, covenant and promise to pay to Radiance Medical Systems, Inc., a Delaware corporation, having an address at 13700 Alton Parkway, Suite 160, Irvine, CA 92618 ("Payee"), at Payee's address first above written or at such other address as Payee may designate in writing, Sixty Four Thousand Eight Hundred Eighty Four Dollars ($64,884.00), lawful money of the United States of America, together with interest thereon computed from the date hereof at a rate per annum equal to 1 percentage point above the prime rate as published in the Wall Street Journal (New York Edition) on the last business day of each quarter (to be applicable to the succeeding quarter), which only interest shall be payable in quarterly installments commencing on the 31st day of May, 2001, and on the 31st day of August and the 30th day of November, until January 15, 2002, on which date all outstanding principal and interest shall be due and payable. To the extent any payment of principal or interest is not paid when due, it shall accrue interest until paid at the rate of one and one-half percent (1-1/2%) per month, or the maximum rate permitted by law, which is less. EACH MAKER JOINTLY AND SEVERALLY COVENANTS AND AGREES WITH PAYEE AS FOLLOWS: 15. Maker will pay the indebtedness evidenced by this Note as provided herein. 16. Maker shall not have the right to prepay the indebtedness evidenced by this Note, in whole or in part, unless Maker shall give Payee ten (10) days notice of its intention to prepay such indebtedness and shall pay to Payee on the date of the prepayment all interest accrued to said date and a prepayment premium. The prepayment premium shall be calculated by multiplying the remaining principal balance times the excess, if any of the rate of return achieved by Payee on cash or cash equivalents owned by Payee for the most recent quarter prior to the date of prepayment over the Prime Rate plus 1% on the date of prepayment, divided by twelve (12) months, multiplied by the number of remaining months to maturity (see attached example on Exhibit A) The Prime Rate shall be defined as the published Prime Rate in the Wall Street Journal (New York edition) on the date of prepayment. 17. If any of the following events shall occur: (a) the Maker defaults in the payment of any principal or interest due under this Note or the Long Term Note issued in conjunction with this Note under the Amendment and Supplement Agreement and Release, dated as of February 28, 2001, by and among Payee and each Maker, (together with this Note, the "Notes"); 22 6 (2) any material default by either Maker of any other material obligation under the Notes or the Assets Sale and Purchase Agreement, dated January 21, 1999, by and among Payee and each Maker, as amended; (3) there shall be a Change in Control of either Maker. then, and in each and every such case, the Payee shall provide notice to either or both Makers and provide Makers ten (10) days to begin to cure such default. Thereafter, if Makers shall not have cured such default, Payee may by written notice to either or both Makers declare all amounts under this Note to be forthwith due and payable and thereupon the balance shall become so due and payable, along with a prepayment premium as calculated in Section 2 above, without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived. 18. For purposes hereof a Change in Control of Escalon Vascular Access, Inc., shall be deemed to have occurred if Escalon Vascular Access, Inc. is no longer a wholly owned subsidiary of Escalon Medical Corp. For purposes hereof a Change of Control of Escalon Medical Corp. shall be deemed to have occurred only (i) if Escalon Medical Corp. is liquidated or dissolved, (ii) if Escalon Medical Corp. sells substantially all of its assets or (iii) if Escalon Medical Corp is acquired by another entity. 19. Maker hereby waives presentment for payment, demand, protest, and notice of dishonor. If an action is brought for collection under this Note, the Payee shall be entitled to receive all costs of collection, including, without limitation, its reasonable attorneys' fees. 20. Any notice or demand required or permitted to be made or given hereunder shall be deemed sufficiently made and given if given by the mailing of such notice or demand by certified or registered mail, return receipt requested, with postage prepaid, addressed, if to either Maker, at such Maker's address first above written, or if to Payee, at Payee's address first above written. Any party may change its address by like notice to the other party. 21. This Note may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change, modification, termination, waiver, or discharge is sought. This Note shall be construed and enforced in accordance with the laws of Delaware. 23 7 IN WITNESS WHEREOF, Maker has executed this Note as of the date first above written. ESCALON MEDICAL CORP ATTEST: By: --------------------------------- Richard J. DePiano, CEO By --------------------------------- Secretary ESCALON VASCULAR ACCESS, INC. By: --------------------------------- Richard J. DePiano, CEO Exhibit A See Exhibit 3 of Amendment Agreement COMMONWEALTH OF PENNSYLVANIA, COUNTY OF , ss. On this ___ day of February, 2001, before me, the undersigned officer, personally appeared ____, to me known, who being duly sworn, did depose and say and did acknowledge that he is the CEO of Escalon Medical Corp, the corporation described in and which executed the foregoing Note; that he knows the seal of said corporation; that the seal affixed to said Note is such corporate seal; that it was so affixed by the order of the board of directors of the said corporation; and that he signed his name thereto by like order for the uses and purposes therein contained. IN WITNESS WHEREOF I hereunto set my hand and official seal. ------------------------------- Notary Public My commission expires on 24 8 EXHIBIT 2 LONG TERM NOTE February 28, 2001 $717,558.00 FOR VALUE RECEIVED, Escalon Medical Corp, a Delaware corporation, and Escalon Vascular Access, Inc., a Delaware corporation, both having an address at 351 East Conestoga Road, Wayne, PA 19087 (each a "Maker"), hereby, jointly and severally, covenant and promise to pay to Radiance Medical Systems, Inc., a Delaware corporation, having an address at 13700 Alton Parkway, Suite 160, Irvine, CA 92618 ("Payee"), at Payee's address first above written or at such other address as Payee may designate in writing, Seven Hundred and Seventeen Thousand Five Hundred and Fifty Eight Dollars ($717,558.00), lawful money of the United States of America, together with interest thereon computed from the date hereof at a rate per annum equal to 1 percentage point above the prime rate as published in the Wall Street Journal (New York Edition) on the last business day of each quarter (to be applicable to the succeeding quarter), which only interest shall be payable in quarterly installments commencing on the 31st day of May, 2001, and continuing on the 31st day of August, the 30th day of November and the 28th day of February. Thereafter, beginning on the 15th day of April, 2002 Maker shall pay principal and interest in eleven (11) quarterly installments. To the extent any payment of principal or interest is not paid when due, it shall accrue interest until paid at the rate of one and one-half percent (1-1/2%) per month, or the maximum rate permitted by law, which is less. EACH MAKER JOINTLY AND SEVERALLY COVENANTS AND AGREES WITH PAYEE AS FOLLOWS: 22. Maker will pay the indebtedness evidenced by this Note as provided herein. 23. Maker shall not have the right to prepay the indebtedness evidenced by this Note, in whole or in part, unless Maker shall give Payee ten (10) days notice of its intention to prepay such indebtedness and shall pay to Payee on the date of the prepayment all interest accrued to said date and a prepayment premium. The prepayment premium shall be calculated by multiplying the remaining principal balance times the excess, if any of the rate of return achieved by Payee on cash or cash equivalents owned by Payee for the most recent quarter prior to the date of prepayment over the Prime Rate plus 1% on the date of prepayment, divided by twelve (12) months, multiplied by the number of remaining months to maturity (see attached example on Exhibit A) The Prime Rate shall be defined as the published Prime Rate in the Wall Street Journal (New York edition) on the date of prepayment. 24. If any of the following events shall occur: (a) the Maker defaults in the payment of any principal or interest due under this Note or the Long Term Note issued in conjunction with this Note under the 25 9 Amendment and Supplement Agreement and Release, dated as of February 28, 2001, by and among Payee and each Maker, (together with this Note, the "Notes"); (2) any material default by either Maker of any other material obligation under the Notes or the Assets Sale and Purchase Agreement, dated January 21, 1999, by and among Payee and each Maker, as amended; (3) there shall be a Change in Control of either Maker. then, and in each and every such case, the Payee shall provide notice to either or both Makers and provide Makers ten (10) days to begin to cure such default. Thereafter, if Makers shall not have cured such default, Payee may by written notice to either or both Makers declare all amounts under this Note to be forthwith due and payable and thereupon the balance shall become so due and payable, along with a prepayment premium as calculated in Section 2 above, without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived. 25. For purposes hereof a Change in Control of Escalon Vascular Access, Inc., shall be deemed to have occurred if Escalon Vascular Access, Inc. is no longer a wholly owned subsidiary of Escalon Medical Corp. For purposes hereof a Change of Control of Escalon Medical Corp. shall be deemed to have occurred only (i) if Escalon Medical Corp. is liquidated or dissolved, (ii) if Escalon Medical Corp. sells substantially all of its assets or (iii) if Escalon Medical Corp is acquired by another entity. 26. Maker hereby waives presentment for payment, demand, protest, and notice of dishonor. If an action is brought for collection under this Note, the Payee shall be entitled to receive all costs of collection, including, without limitation, its reasonable attorneys' fees. 27. Any notice or demand required or permitted to be made or given hereunder shall be deemed sufficiently made and given if given by the mailing of such notice or demand by certified or registered mail, return receipt requested, with postage prepaid, addressed, if to either Maker, at such Maker's address first above written, or if to Payee, at Payee's address first above written. Any party may change its address by like notice to the other party. 28. This Note may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change, modification, termination, waiver, or discharge is sought. This Note shall be construed and enforced in accordance with the laws of Delaware. 26 10 IN WITNESS WHEREOF, Maker has executed this Note as of the date first above written. ESCALON MEDICAL CORP ATTEST: By: ----------------------------------- Richard J. DePiano, CEO By --------------------------------- Secretary ESCALON VASCULAR ACCESS, INC. By: ----------------------------------- Richard J. DePiano, CEO Exhibit A See Exhibit 3 of Amendment Agreement COMMONWEALTH OF PENNSYLVANIA, COUNTY OF , ss. On this ___ day of February, 2001, before me, the undersigned officer, personally appeared ____, to me known, who being duly sworn, did depose and say and did acknowledge that he is the CEO of Escalon Medical Corp, the corporation described in and which executed the foregoing Note; that he knows the seal of said corporation; that the seal affixed to said Note is such corporate seal; that it was so affixed by the order of the board of directors of the said corporation; and that he signed his name thereto by like order for the uses and purposes therein contained. IN WITNESS WHEREOF I hereunto set my hand and official seal. ------------------------------- Notary Public My commission expires on (b) Reports on Form 8-K: None. 27 -----END PRIVACY-ENHANCED MESSAGE-----