-----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, DXKtD29CBXuVI5qUI7/Uq6c/4SZb261gtjMpoVhFJrd4bTr+KsjyqXNskq5tQk4X doZXIGhdd9skxHDuotk67g== 0000893220-03-001598.txt : 20030926 0000893220-03-001598.hdr.sgml : 20030926 20030926095109 ACCESSION NUMBER: 0000893220-03-001598 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030926 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030926 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: 03911186 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 w90244e8vk.txt ESCALON MEDICAL CORP. FORM 8-K DATED 9/26/03 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): September 26, 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 September 26, 2003
Item 12. Results of Operations and Financial Condition. On September 26, 2003, the Company issued a press release regarding the Company's financial results for its fourth quarter and year ended June 30, 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: September 26, 2003 By: /s/ Richard J. DePiano -------------------------------- Richard J. DePiano Chairman and Chief Executive Officer 3 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 Press release dated September 26, 2003 issued by the Company.
EX-99.1 3 w90244exv99w1.txt PRESS RELEASE DATED 9/26/03 ISSUED BY THE COMPANY EXHIBIT 99.1 PRESS RELEASE ESCALON(R) MEDICAL CORP. REPORTS RECORD REVENUES AND NET INCOME FOR FISCAL 2003 Fiscal 2003 Net Income Rose 75% on 11% Increase in Revenues WAYNE, PA - SEPTEMBER 26, 2003 -- Escalon Medical Corp. (Nasdaq Small Cap: ESMC) today announced results for its fiscal fourth quarter and year ended June 30, 2003. For fiscal 2003, Escalon Medical reported a 74.9% gain in net income to $1,712,377, or $0.479 per diluted share, from net income of $978,857, or $0.291 per diluted share, in fiscal 2002. Net revenue for fiscal 2003 was $13,366,030 compared to $12,073,932 in the prior year period, a 10.7% gain. Product revenue increased by 8.7% during the year to $11,191,493. For the fourth quarter of fiscal 2003, Escalon Medical reported net income of $650,414, or $0.170 per diluted share, a 208% gain over net income of $211,140, or $0.063 per diluted share, in the fourth quarter of fiscal 2002. Net revenues for the fourth quarter of fiscal 2003 increased 21.0% to $3,703,622 compared to $3,060,408 in the fourth quarter of fiscal 2002. Product revenue increased 22.6% to $3,152,192 in the quarter. For the fourth quarter, revenue from Sonomed increased 32.2% to $1,855,000 compared to $1,403,000 in the prior year period. Strong gains in the domestic market more than offset declines in Latin America, Africa and Asia. Revenue in the Vascular business increased 1.6% to $730,000 in the fourth quarter of fiscal 2003 compared to $719,000 in the year ago period. Product revenue in the Company's Medical / Trek business increased 39.1% to $445,000 in the quarter from $320,000 in the fourth quarter of fiscal 2002 driven by gains in OEM business. Revenue in the EMI business unit was $121,000 for the quarter compared to $131,000 in the fourth quarter of 2002. Royalty revenue was $552,000 in the quarter compared to $488,000 in the year ago period. Additional royalty revenue, which is largely based upon future sales of Silicone Oil by Bausch & Lomb, is expected to continue through fiscal 2005. In addition to Silicone Oil, the Company also receives royalty payments related to the licensing of its intellectual laser properties. The Company's two royalty revenue streams will fluctuate depending on the demand of the underlying products. The gross margin as a percent of product revenue was 56.9% in the current quarter compared to 56.4% in the year ago period. Marketing, general and administrative expenses declined to 33.7% of net revenues in --MORE - Escalon Medical Corp. Page 2 the fourth quarter from 44.0% of sales in the year ago period, despite increases in selling expenses. Research and development spending increased to $201,996 from $155,017 in the year ago quarter. For fiscal 2003, the gross margin as a percent of product revenue was 56.3% compared to 54.9% in 2002. Marketing, general and administrative expenses declined to 37.7% of net revenues in 2003 compared to 42.2% in 2002. Research and development spending increased to $780,333 compared to $554,760 in 2002. "We ended fiscal 2003 on a high note, with another record in terms of net revenues and net income and full year EBITDA of over $2.8 million. We have been particularly pleased with the performance in our Sonomed, Vascular and Trek businesses. Importantly, our strong financial results have enabled us to continue to pay down debt and reinvest in our technologies, which should position us well for the future," commented Richard J. DePiano, Chairman and Chief Executive Officer. Mr. DePiano continued, "At Sonomed, our domestic business continued to exhibit strength, with solid demand for our pachymeter, a device becoming popular with optometrists for use in glaucoma screening. Internationally, while economies remain soft, we see opportunities to expand further into Latin America, Africa and Asia. In addition, recent management changes in Europe should help the business there gain traction going forward. We continue to invest in R&D at Sonomed and our newly introduced B-Scan, the E-Z Scan(TM), which has been well received in Europe and the U.S., began limited shipments recently." "Our Vascular segment performed solidly in the quarter with continued growth in our PD Access(TM) and Smart Needle(TM) business. We are also in the process of making enhancements to our Doppler Guided IV Needle as a result of user feedback from our test markets. We continue to add to our sales team and will be ready to take advantage of the opportunity we see in the oncology and anesthesia markets when the product is rolled out more widely." Mr. DePiano concluded, "Management's focus on generating cash has led to significant improvements to our balance sheet in fiscal 2003. Total debt declined by nearly $2.0 million and shareholders' equity increased by over $1.7 million to $8.9 million at June 30, 2003. We also continue to make progress operationally in our niche markets and look forward to taking advantage of our targeted growth opportunities in the year ahead." 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. Page 3 ESCALON MEDICAL CORP. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED YEAR ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ----------- ----------- ------------ ------------ Product revenue $ 3,152,192 $ 2,572,035 $ 11,191,493 $ 10,293,051 Other revenue 551,430 488,373 2,174,537 1,780,881 ----------- ----------- ------------ ------------ Revenues, net 3,703,622 3,060,408 13,366,030 12,073,932 Costs and expenses: Cost of goods sold 1,359,234 1,120,875 4,895,574 4,640,325 Research and development 201,996 155,017 780,333 554,760 Marketing, general and administrative 1,247,704 1,345,997 5,033,852 5,096,994 Write-down of Povidone Iodine license and distribution rights -- -- 195,950 -- ----------- ----------- ------------ ------------ Total costs and expenses 2,808,934 2,621,889 10,905,709 10,292,079 ----------- ----------- ------------ ------------ Income from operations 894,688 438,519 2,460,321 1,781,853 Other income and (expenses): Loss from termination of joint venture -- (23,434) -- (23,434) Equity in income (loss) of unconsolidated joint venture -- -- -- 8,848 Interest income 726 542 2,813 2,347 Interest expense (132,588) (204,487) (638,345) (790,757) ----------- ----------- ------------ ------------ Total other income and (expense) (131,862) (227,379) (635,532) (802,996) ----------- ----------- ------------ ------------ Income before income taxes 762,826 211,140 1,824,789 978,857 Income taxes 112,412 -- 112,412 -- ----------- ----------- ------------ ------------ Net income $ 650,414 $ 211,140 $ 1,712,377 $ 978,857 =========== =========== ============ ============ Basic net income per share $ 0.193 $ 0.063 $ 0.509 $ 0.293 =========== =========== ============ ============ Diluted net income per share $ 0.170 $ 0.063 $ 0.479 $ 0.291 =========== =========== ============ ============ Weighted average shares - basic 3,365,359 3,345,851 3,365,359 3,345,851 Weighted average shares - diluted 3,573,192 3,360,492 3,573,192 3,360,492
SELECTED BALANCE SHEET DATA: June 30, June 30, 2003 2002 ----------- ----------- (audited) (audited) Cash, cash equivalents and investments $ 298,390 $ 220,826 Total current assets 4,758,660 4,287,590 Total assets 16,890,231 16,912,441 Current liabilities 3,870,322 4,527,697 Long-term debt 4,080,461 5,191,393 Total shareholders' equity 8,939,448 7,193,351
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