-----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, RxGa8umIqQDmx9qKp4l6Lk61l6y8b/S56KIPisliPJ7a8qXS+JVCvnYpikWuz7ev K/mboXwbKe+/iZNrMYgkdg== 0000893220-03-000889.txt : 20030513 0000893220-03-000889.hdr.sgml : 20030513 20030513104412 ACCESSION NUMBER: 0000893220-03-000889 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030512 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030513 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20127 FILM NUMBER: 03694245 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 8-K 1 w86578e8vk.txt FORM 8-K DATE OF REPORT: MAY 12, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2003 ------------ Escalon Medical Corp. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-20127 33-0272839 - ----------------- ------------------- --------------- (State or other (Commission file number) (IRS employer jurisdiction of identification no.) incorporation) 351 East Conestoga Road, Wayne, Pennsylvania 19087 -------------------------- ----- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (215) 688-6830 -------------- N/A ---------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description ----------- ----------- 99.1 Press release issued by Escalon Medical Corp. (the "Company") dated May 12, 2003
Item 12. Results of Operations and Financial Condition. On May 12, 2003, the Company issued a press release regarding the Company's financial results for its first quarter ended March 31, 2003. The press release is attached as Exhibit 99.1 to this Form 8-K Current Report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933. 2 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 hereunto duly authorized. ESCALON MEDICAL CORP. Date: May 12, 2003 By: /s/ -------------------------- Richard J. DePiano Chairman and Chief Executive Officer 3 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 Press release dated May 12, 2003 issued by the Company.
EX-99.1 3 w86578exv99w1.txt PRESS RELEASE DATED MAY 12, 2003 EXHIBIT 99.1 PRESS RELEASE AT THE COMPANY AT FRB | WEBER SHANDWICK - -------------- ------------------------ Richard J. DePiano Alison Ziegler Chairman and CEO 212/445-8432 610/688-6830 FOR IMMEDIATE RELEASE ESCALON (R) MEDICAL CORP. REPORTS SOLID THIRD QUARTER RESULTS WAYNE, PA - MAY 12, 2003 -- Escalon Medical Corp. (Nasdaq Small Cap: ESMC) today announced results for its fiscal third quarter ended March 31, 2003. For the third quarter of fiscal 2003, Escalon Medical reported net income of $455,134, or $0.133 per diluted share, a 47.8% gain over net income of $307,971, or $0.091 per diluted share, in the third quarter of fiscal 2002. Revenues for the third quarter of fiscal 2003 increased 3.7% to $3,386,892 compared to $3,266,088 in the third quarter of fiscal 2002. For the third quarter, product revenue from Sonomed decreased 1.9% to $1,621,000 compared to $1,653,000 in the prior year period. Continued improvement in the domestic market was offset by declines in Latin America, Africa and Asia. Product revenue in the Vascular business increased 6.7% to $689,000 in the third quarter of fiscal 2003 compared to $646,000 in the year ago period. Revenue in the Company's Medical / Trek business increased by 1.5% to $406,000 in the quarter from $400,000 in the third quarter of fiscal 2002. Revenue in the Digital business unit was $59,000 for the quarter compared to $137,000 in the third quarter of 2002. Royalty revenue from Silicone Oil was $454,000 in the quarter compared to $430,000 in the year ago period. Additional consideration, which is based upon future sales of Silicone Oil by Bausch & Lomb, is expected to continue through fiscal 2005. The Company also received a $156,000 royalty payment related to the licensing of its intellectual laser properties. These payments commenced in the fourth quarter of fiscal year 2002. The Company's two royalty revenue streams will likely fluctuate depending on the demand of the underlying products. The gross margin as a percent of product revenue was 57.6% in the current quarter compared to 54.2% in the year ago period. The improvement related primarily to changes in product mix at Sonomed. Marketing, general and administrative expenses declined to 36.0% of net revenues in the third quarter from 40.1% of sales in the year ago period due primarily to cost cutting initiatives at Sonomed. The Company also took a $195,000 non-cash charge in the quarter to write off the remaining net book value of the license and distribution rights related to Povidone Iodine 2.5%. Having previously determined that Povidone Iodine 2.5% did not fit strategically with its product portfolio, management had been seeking partners to generate value from its product license. During the quarter, management decided to discontinue the project after it had exhausted such partnering opportunities and determined that further expenditures were not warranted. For the first nine months of fiscal 2003, Escalon Medical reported a 38.3% gain in net income to $1,061,963, or $0.309 per diluted share, from net income of $767,717, or $0.230 per diluted share, in the first nine months of fiscal 2002. Revenues for the first nine months of fiscal 2003 were $9,662,408 compared to $9,013,524 in the prior year period, a 7.2% gain. "The third fiscal quarter was another record in terms of net revenues and income from operations. This strong performance has enabled us to continue to pay down debt and reinvest in our business," commented Richard J. DePiano, Chairman and Chief Executive Officer. Mr. DePiano continued, "At Sonomed, our domestic business was strong, with a sharp increase in sales of our pachymeter, a device that measures the thickness of the cornea. Increased demand resulted from optometrists beginning to use the device as a standard piece of equipment for glaucoma screening. Offsetting this strength was continued softness in Latin America and a decline in sales in Africa and Asia. We recently returned from the American Society of Cataract and Refractive Surgery 2003 Symposium held in San Francisco, where we introduced a new B-Scan, the E-Z Scan(TM). While we do not expect to ship any product until July, we have already begun to receive orders. Europe also continues to be an area of focus at Sonomed, and we are participating in several ophthalmology trade shows in the region in May. Europe should also benefit from additional management support that was recently added to the area." "Our Vascular segment performed nicely in the quarter with continued growth in our PD Access(TM) and Smart Needle(TM) business. We also continue to focus on increasing trial and usage of our Doppler Guided IV Needle and are in the process of expanding our sales team in the Northeast region to address the opportunity we see in the oncology and anesthesia markets." Mr. DePiano concluded, "Our focus continues to be to manage the business to generate cash flow that will enable us to pay down debt and reinvest in our business. We continue to make good progress operationally and financially to position Escalon to take advantages of the growth opportunities we see ahead in our niche markets." Founded in 1987, Escalon develops, markets and distributes ophthalmic diagnostic, surgical and pharmaceutical products as well as vascular access devices. The Company seeks to utilize strategic partnerships to help finance its development programs and is also seeking acquisitions to further diversify its product line to achieve critical mass in sales and take better advantage of the Company's distribution capabilities. Escalon has headquarters in Wayne, Pennsylvania and manufacturing operations in Long Island, New York and New Berlin, Wisconsin. Note: This press release contains statements that are considered forward-looking under the Private Securities Litigation Reform Act of 1995, including statements about the Company's future prospects. They are based on the Company's current expectations and are subject to a number of uncertainties and risks, and actual results may differ materially. The uncertainties and risks include whether the Company is able to improve upon the operations of the Company's business units, generate cash and identify, finance and enter into business relationships and acquisitions, uncertainties and risks related to new product development, commercialization, manufacturing and market acceptance of new products, marketing acceptance of existing products in new markets, research and development activities, including failure to demonstrate clinical efficacy, delays by regulatory authorities, scientific and technical advances by the Company or third parties, introduction of competitive products, third party reimbursement and physician training as well as general economic conditions. Further information about these and other relevant risks and uncertainties may be found in the Company's report on Form 10-K, and its other filings with the Securities and Exchange Commission, all of which are available from the Commission as well as other sources. -- FINANCIAL TABLES FOLLOW -- ESCALON MEDICAL CORP. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 2003 2002 2003 2002 Product revenue $ 2,776,415 $ 2,836,512 $ 8,039,301 $ 7,721,016 Other revenue 610,477 429,576 1,623,107 1,292,508 ----------- ----------- ----------- ----------- Revenues, net 3,386,892 3,266.088 9,662,408 9,013,524 Costs and expenses: Cost of goods sold 1,178,377 1,298,521 3,536,340 3,519,450 Research and development 204,283 144,474 578,337 399,743 Marketing, general and administrative 1,220,007 1,310,156 3,786,148 3,750,997 Write-down of Povidone Iodine license and distribution rights 195,950 -- 195,950 -- ----------- ----------- ----------- ----------- Total costs and expenses 2,798,617 2,753,151 8,096,775 7,670,190 ----------- ----------- ----------- ----------- Income from operations 588,275 512,937 1,565,633 1,343,334 Other income and (expenses): Equity in income (loss) of unconsolidated -- (3,518) -- 8,848 joint venture Interest income 609 450 2,087 1,805 Interest expense (133,750) (201,898) (505,757) (586,270) ----------- ----------- ----------- ----------- Total other income and (expense) (133,141) (204,966) (503,670) (575,617) ----------- ----------- ----------- ----------- Net income $ 455,134 $ 307,971 $ 1,061,963 $ 767,717 =========== =========== =========== =========== Basic net income per share $ 0.136 $ 0.094 $ 0.316 $ 0.233 =========== =========== =========== =========== Diluted net income per share $ 0.133 $ 0.091 $ 0.309 $ 0.230 =========== =========== =========== =========== Weighted average shares - basic 3,355,851 3,292,184 3,355,851 3,292,184 Weighted average shares - diluted 3,420,474 3,385,263 3,441,180 3,339,627
SELECTED BALANCE SHEET DATA:
March 31, June 30, 2003 2002 ----------- ----------- (unaudited) (audited) Cash, cash equivalents and investments $ 132,634 $ 220,826 Total current assets 4,642,682 4,287,590 Total assets 16,774,976 16,912,441 Current liabilities 4,008,868 4,527,697 Long-term debt 4,495,694 5,191,393 Total shareholders' equity 8,270,415 7,193,351
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