Escalon Medical Corp 10-K for FY2024
Escalon Medical Corp (ESMC)
10-K
2024-09-30
For: 2024-06-30
View Original
Added on
April 06, 2026
About this 10-K
Escalon Medical Corp filed this 10-K on September 30, 2024, covering the fiscal year ended June 30, 2024 (FY2024).
Headline figures
Fiscal year ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.98M
- down 1.6% from $12.18M a year earlier
- Net loss
- $125.26K
- compared with net income of $456.83K a year earlier
- Diluted EPS
- -$0.02
- compared with $0.03 a year earlier
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FORM 10-K
For the Fiscal year ended June 30 , 2024
Commission File Number 0-20127
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(610 ) 688-6830
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Common Stock, par value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on December 31, 2023 was approximately $773,304 , computed by reference to the price at which the common equity was last sold on the OTCQB Market on such date.
As of September 27, 2024, the registrant had 7,415,329 shares of common stock outstanding.
| Page | ||||||||
PART I | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 1B. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
| Item 4. | ||||||||
PART II | ||||||||
Item 5. | ||||||||
| Item 6. | ||||||||
Item 7. | ||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk—omitted pursuant to item 305(e) of Regulation S-K | |||||||
Item 8. | ||||||||
Item 9. | ||||||||
Item 9A. | ||||||||
Item 9B. | ||||||||
PART III | ||||||||
Item 10. | ||||||||
Item 11. | ||||||||
Item 12. | ||||||||
Item 13. | ||||||||
Item 14. | ||||||||
PART IV | ||||||||
Item 15. | ||||||||
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PART 1
Cautionary Factors That May Affect Future Results
Certain statements contained in, or incorporated by reference in, this report are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would,” “seek,” and similar words or expressions. The Company’s forward-looking statements include certain information relating to general business strategy, growth strategies, financial results, liquidity, product development, the introduction of new products, the enhancement of existing products, the potential markets and uses for the Company’s products, the Company’s regulatory filings with the FDA, acquisitions, the development of joint venture opportunities, intellectual property and patent protection and infringement, the loss of revenue due to the expiration on termination of certain agreements, the effect of competition on the structure of the markets in which the Company competes, increased legal, accounting and Sarbanes-Oxley compliance costs, the Company's ability to continue as a going concern, defending the Company in litigation matters and the Company’s cost-saving initiatives. The reader must carefully consider forward-looking statements and understand that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by assumptions that fail to materialize as anticipated. Consequently, no forward-looking statement can be guaranteed, and actual results may vary materially. It is not possible to foresee or identify all factors affecting the Company’s forward-looking statements, and the reader therefore should not consider the following list of risk factors to be an exhaustive statement of all risks, uncertainties or potentially inaccurate assumptions. The Company cautions the reader to consider carefully these factors as well as the specific factors discussed with each specific forward-looking statement in this Form 10-K annual report and in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). In some cases, these factors have impacted, and in the future (together with other unknown factors) could impact, the Company’s ability to implement the Company’s business strategy and may cause actual results to differ materially from those contemplated by such forward-looking statements. Any expectation, estimate or projection contained in a forward-looking statement may not be achieved. The Company also cautions the reader that forward-looking statements speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement, but investors are advised to consult any further disclosures by the Company on this subject in the Company’s filings with the SEC.
ITEM 1. BUSINESS
Company Overview
Escalon Medical Corp. ("Escalon" or "Company") is a Pennsylvania corporation initially incorporated in California in 1987, and reincorporated in Pennsylvania in November 2001. Within this document, the “Company” collectively shall mean Escalon, which includes its division called "Trek" and its wholly owned subsidiaries: Sonomed, Inc. (“Sonomed”), Escalon Digital Solutions, Inc. (“EMI”), and Sonomed IP Holdings, Inc. All intercompany accounts and transactions have been eliminated.
The Company operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices for ophthalmic applications. The Company and its products are subject to regulation and inspection by the United States Food and Drug Administration (the “FDA”). The FDA and other government authorities requires extensive testing of new products prior to sale and has jurisdiction over the safety, efficacy and manufacture of products, as well as product labeling and marketing.
A-Scans
The A-Scan provides information about the internal structure of the eye by sending a beam of ultrasound along a fixed axis through the eye and displaying the various echoes reflected from the surfaces intersected by the beam. The principal echoes occur at the cornea, both surfaces of the lens and the retina. The system displays the position and magnitudes of the echoes on an electronic display. The A-Scan also includes software for measuring distances within the eye. This information is primarily used to calculate lens power for implants.
B-Scans
The B-Scan is primarily a diagnostic tool that supplies information to physicians where the media within the eye are cloudy or opaque. Whereas physicians normally use light, which cannot pass through such media, the ultrasound beam is capable of passing through the opacity and displaying an image of the internal structures of the eye. Unlike the A-Scan, the B-Scan transducer is not in a fixed position; it swings through a 60 degree sector to provide a two-dimensional image of the eye.
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UBM
The UBM is a high frequency/high resolution ultrasound device, designed to provide highly detailed information about the anterior segment of the eye. The UBM is used for glaucoma evaluation, tumor evaluation and differentiation, pre- and post-intraocular lens implantation and corneal refractive surgery. The device allows the surgeons to perform precise measurements within the anterior chamber of the eye.
Pachymeters
The pachymeter uses the same principles as the A-Scan, but the system is tailored to measure the thickness of the cornea. Central corneal thickness is used in the calculation of intraocular pressure. Pachymetry is also used by refractive surgeons to screen candidates and help plan surgery.
Ispan Intraocular Gases
The Company distributes two intraocular gas products C3F8 and SF6, which are used by vitreoretinal surgeons as a temporary tamponade in detached retina surgery. Under a non-exclusive distribution agreement with AirGas, Inc. (AirGas"), the Company distributes packages of AirGas gases in canisters containing up to 25 grams of gas. Along with the intraocular gases, the Company manufactures and distributes a patented disposable universal gas kit, which delivers the gas from the canister to the patient.
Surgical Packs
The Company markets disposable surgical packs used in vitreoretinal surgery, including packs which aid surgeons in the process of injecting and extracting silicone oil.
AXIS Image Management
The AXIS Image Management system easily manages ophthalmic diagnostic images via a web browser from any device regardless of modality, device manufacturer or location.
Research and Development
The development of ultrasound ophthalmic equipment and AXIS Image Management system are performed at the Company’s Lake Success, New York facility. Company-sponsored research and development expenditures from operations for the fiscal years ended June 30, 2024 and 2023 were approximately $688,000 and $819,000, respectively.
Manufacturing and Distribution
The Company assembles and distributes its ophthalmic surgical products at its 7,440 square foot leased facility in New Berlin, WI. The Company designs, assembles, and services its ophthalmic ultrasound products at its 6,278 square foot leased facility in Lake Success, NY. In addition to performing its own assembly, the Company subcontracts component manufacturing, sterilization, and other services to various qualified vendors.
The Company has registered its facilities with the FDA and has attained ISO 13485 certification for its facilities and medical devices. ISO 13485 requires an implemented quality system that applies to product design, manufacture, installation, and servicing. Certification can be obtained only after an audit of a company’s quality system by a qualified independent outside auditor and requires regular reexamination. The Company has obtained European Community certification (“CE-Mark”) for many of its medical devices.
The manufacture, testing, and marketing of each of the Company’s products entails risk of product liability. The Company carries product liability insurance to cover primary risk.
Governmental Regulations
The Company’s products are subject to stringent ongoing regulation by the FDA and similar health authorities, and if these governmental approvals or clearances of the Company’s products are restricted or revoked, the Company could face delays that would impair the Company’s ability to generate funds from operations.
The Company has received the necessary FDA and other necessary regulations clearances and approvals for all products that the Company currently markets. The FDA and comparable agencies in state and local jurisdictions and in foreign countries impose substantial requirements upon the manufacturing and marketing of pharmaceutical and medical device equipment and related disposables, including the obligation to adhere to the FDA’s Good Manufacturing Practice regulations. Compliance with
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these regulations requires detailed validation of manufacturing and quality control practices, FDA periodic inspections and other procedures. If the FDA finds any deficiencies the FDA may impose restrictions on marketing the specific products until such deficiencies are corrected.
The FDA and similar health authorities in foreign countries extensively regulate the Company’s activities. The Company must obtain either 510(K) clearances or pre-market approvals and new drug application approvals prior to marketing a product in the United States. Foreign regulation also requires that the Company obtain other approvals from foreign government agencies prior to the sale of products in those countries. Also, the Company may be required to obtain FDA clearance or approval before exporting a product or device that has not received FDA marketing clearance or approval.
The Company has received CE approval on several of the Company’s products that allows the Company to sell the products in the countries comprising the European Community. CE marking indicates that a product has been assessed by the manufacturer and deemed to meet EU safety, health and environmental protection requirements. In addition to the CE mark, some foreign countries require separate individual foreign regulatory clearances.
Marketing and Sales
The Company's products are sold through independent sales representatives, a network of distributors, and internal sales employees directly to medical institutions, throughout the world.
Service and Support
The Company maintains a full-service program for all products sold. The Company provides limited warranties on all products against defects and performance. Product repairs are made at the Company's New York facility for ultrasound products. Service support for AXIS Imaging Management and surgical products are provided remotely.
Patents, Trademarks and Licenses
The pharmaceutical and medical device communities place considerable importance on obtaining patent and trade secret protection for new technologies, products and processes for the purpose of strengthening the Company’s position in the market place and protecting the Company’s economic interests. The Company’s policy is to protect its technology by aggressively obtaining patent protection for substantially all of its developments and products, both in the United States and in selected countries outside the United States. It is the Company’s policy to file for patent protection in those foreign countries in which the Company believes such protection is necessary to protect its economic interests. The duration of the Company’s patents, trademarks and licenses vary through 2027. The Company has two United States patents that cover the Company’s technology. The Company believes that the impact of the patents is minimal in that our current products and revenue are driven less by our patents and more by our knowledge and trade secrets.
The Company intends to vigorously defend its patents if the need arises.
Competition
There are numerous direct and indirect competitors of the Company in the United States and abroad. These competitors include ophthalmic-oriented companies that market a broad portfolio of products, including companies that market prescription devices and pharmaceuticals exclusively for ophthalmic indications and integrated companies that market products for ophthalmic and other indications.
Several large companies dominate the ophthalmic market, with the balance of the industry being highly fragmented and comprised of smaller companies ranging from start-up entities to established market players. The ophthalmic market in general is intensely competitive, with each company eager to expand its market share. The Company’s strategy is to compete primarily on the basis of technological innovation to which it has proprietary rights. The Company believes, therefore, that its business will depend in large part on protecting its intellectual property through maintaining trade secrets, patents, and other governmental regulations.
Sonomed has had a leading presence in the ophthalmic ultrasound industry for over 30 years. Management believes that this has helped Sonomed build a reputation as a long-standing operation that provides a quality product, which has enabled the Company to establish effective distribution coverage throughout the world. Various competitors offering similar products at a lower price could threaten Sonomed’s market position. The development of optical technologies for ophthalmic biometrics and imaging may also diminish the Company’s market position. This equipment can be used instead of ultrasound equipment in certain applications with some advantage. Such equipment, however, is more expensive.
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Trek’s competitors for its surgical packs include Alcon Laboratories and Bausch & Lomb. To remain competitive, the Company needs to maintain a low-cost operation. There are numerous other companies that can provide this manufacturing service.
The Company believes it establishes competitive advantage by offering technical innovation, product features, low total cost of ownership, and capable and responsive technical support.
Human Capital
As of June 30, 2024, the Company employed 40 employees. Of these employees, 21 of the Company’s employees are employed in manufacturing, 14 are employed in general and administrative positions, and 5 are employed in sales and marketing. The Company’s employees are not covered by a collective bargaining agreement, and the Company considers its relationship with its employees to be good.
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ITEM 1A. RISK FACTORS
In addition to other information contained in this report on Form 10-K, the following Risk Factors should be considered carefully in evaluating our business. If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected.
Financial Risks
Due to the Company’s history of operating losses, we have compiled these financial statements based on the assumption the Company cannot continue as a going concern.
Our operations are subject to a number of factors that can affect our operating results and financial condition. Such factors include, but are not limited to: the continuous enhancement of the current products, development of new products; changes in domestic and foreign regulations; ability to manufacture successfully; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, our products and our ability to raise capital to support our operations.
As of June 30, 2024, we had an accumulated deficit of $68.5 million, and had incurred historical recurring losses from operations and negative cash flows from operating activities in prior years except for the fiscal year ended June 30, 2023. While the overall trend has been toward profitability, having just one year out of the last five of income, the question remains whether the Company will keep the profitability trend and sales growth. These factors raise substantial doubt regarding our ability to continue as a going concern.
As a result of above matters, our independent auditors have indicated in their report on our June 30, 2024 financial statements that there is substantial doubt about our ability to continue as a going concern. A "going concern" opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of our creditors, and potentially be available for distribution to our stockholders, in the event of liquidation.
Our continued operations will ultimately depend on the ability to be profitable from our operations and the on-going support of our stockholders and creditors.
There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with United States GAAP. Any changes in estimates, judgments and assumptions used could have a material adverse effect on the Company’s business, financial position and operating results.
The consolidated financial statements included in the periodic reports the Company files with the SEC are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of financial statements in accordance with GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and inventories, revenues, expenses and income. This includes estimates, judgments and assumptions for assessing the recoverability of the Company’s other intangible assets, pursuant to Financial Accounting Standards Board (“FASB”) issued authoritative guidance. If any estimates, judgments or assumptions change in the future, the Company may be required to record additional expenses or impairment charges. Any resulting expense or impairment loss would be recorded as a charge against the Company's earnings and could have a material adverse impact on the Company's financial condition and operating results. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the amounts of assets (including goodwill and other intangible assets), liabilities, revenues, expenses and income. Any such changes could have a material adverse effect on the Company’s financial position and operating results.
On an on-going basis, the Company evaluates its estimates, including, among others, those relating to:
•sales returns;
•allowances for doubtful accounts;
•inventories;
•intangible assets;
•right-of-use assets;
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•income and other tax accruals;
•deferred tax asset valuation allowances;
•sales discounts;
•warranty obligations;
•contingencies and litigation.
The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s assumptions and estimates may, however, prove to have been incorrect and the Company’s actual results may differ from these estimates under different assumptions or conditions. While the Company believes the assumptions and estimates it makes are reasonable, any changes to the Company’s assumptions or estimates, or any actual results which differ from the Company’s assumptions or estimates, could have a material adverse effect on the Company’s financial position and operating results. Improper design and implementation of internal control related to the estimates could result in misstatement of financial reports.
Operational Risk
Any acquisitions, strategic alliances, joint ventures and divestitures that the Company effects, if any, could result in financial results that differ from market expectations.
In the normal course of business, the Company engages in discussions with third parties regarding possible acquisitions, strategic alliances, joint ventures and divestitures. As a result of any such transactions, of which the Company cannot assure that any will occur, the Company’s financial results may differ from the investment community’s expectations in a given quarter. In addition, acquisitions and alliances may require the Company to integrate a different company culture, management team, business infrastructure, accounting systems and financial reporting systems. The Company may not be able to effect any such acquisitions or alliances. The Company may have difficulty developing, manufacturing and marketing the products of a newly acquired business in a way that enhances the performance of the Company’s combined businesses or product lines to realize the value from any expected synergies. Depending on the size and complexity of an acquisition, the Company’s successful integration of the entity depends on a variety of factors, including the retention of key employees and the management of facilities and employees in separate geographical areas. These efforts require varying levels of management resources, which may divert the Company’s attention from other business operations. Also, the Company’s results may be adversely impacted because of acquisition-related costs, amortization costs for certain intangible assets and impairment losses related to goodwill in connection with such transactions. Finally, acquisitions or alliances by the Company may not occur, which could impair the Company’s growth.
The Company’s results fluctuate from quarter to quarter.
The Company has experienced quarterly fluctuations in operating results and anticipates continued fluctuations in the future. A number of factors contribute to these fluctuations:
•The timing and expense of new product introductions by the Company or its competitors, although the Company might not successfully develop new products and any such new products may not gain market acceptance;
•The cancellation or delays in the purchase of the Company’s products;
•Fluctuations in customer demand for the Company’s products;
•Changes in domestic and foreign regulations;
•The gain or loss of significant customers;
•Changes in the mix of products sold by the Company;
•Competitive pressures on prices at which the Company can sell its products;
•Announcements of new strategic relationships by the Company or its competitors;
•Litigation costs and settlements; and
•General economic conditions and other external factors such as energy costs.
The Company sets its spending levels in advance of each quarter based, in part, on the Company’s expectations of product orders and shipments during that quarter. A shortfall in revenue, therefore, in any particular quarter as compared
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to the Company’s plan could have a material adverse impact on the Company’s results of operations and cash flows. Also, the Company’s quarterly results could fluctuate due to general market conditions in the healthcare industry or global economy generally, or market volatility unrelated to the Company’s business and operating results.
Failure of the market to accept the Company’s products could adversely impact the Company’s business and financial condition.
The Company’s business and financial condition will depend in part upon the market acceptance of the Company’s products. The Company’s products may not achieve or maintain market acceptance. Market acceptance depends on a number of factors including:
•The price of the products;
•The continued receipt of regulatory approvals for multiple indications;
•The establishment and demonstration of the clinical safety and efficacy of the Company’s products; and
•The advantages of the Company’s products over those marketed by the Company’s competitors.
Any failure to achieve or maintain significant market acceptance of the Company’s products will have a material adverse impact on the Company’s business.
The success of products with which the Company’s products compete could have an adverse impact on the Company’s business.
The Company faces intense competition in the medical device and pharmaceutical markets, which are characterized by rapidly changing technology, short product life cycles, cyclical oversupply and rapid price erosion. Many of the Company’s competitors have substantially greater financial, technical, marketing, distribution and other resources. The Company’s strategy is to compete primarily on the basis of technological innovation, reliability, quality and price of the Company’s products. Without timely introductions of new products and enhancements, the Company’s products will become technologically obsolete over time, in which case the Company’s revenues and operating results would suffer. The success of the Company’s new product offerings will depend on several factors, including the Company’s ability to:
•Properly identify customer needs;
•Innovate and develop new technologies, services and applications;
•Establish adequate product distribution coverage;
•Obtain and maintain required regulatory approvals from the FDA and other regulatory agencies;
•Protect the Company’s intellectual property;
•Successfully commercialize new technologies in a timely manner;
•Manufacture and deliver the Company’s products in sufficient volumes on time;
•Differentiate the Company’s offerings from the offerings of the Company’s competitors;
•Price the Company’s products competitively;
•Anticipate competitors’ announcements of new products, services or technological innovations; and
•Anticipate general market and economic conditions.
The Company may not be able to compete effectively in the competitive environments in which the Company operates.
Lack of availability of key system components could result in delays, increased costs or costly redesign of the Company’s products.
Although some of the parts and components used to manufacture the Company’s products are available from multiple sources, the Company currently purchases most of the Company’s components and outsourced finished goods from single sources in an effort to obtain volume discounts. Lack of availability of any of these parts, components and finished goods could result in production delays, increased costs or costly redesign of the Company’s products. Any loss of availability of an essential component or finished good could result in a material adverse change to the Company’s business, financial condition and results of operations. Some of the Company’s suppliers are subject to the FDA’s Good Manufacturing Practice regulations. Failure of these suppliers to comply with those regulations could result in the delay
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or limitation of the supply of parts or components to the Company, which would adversely impact the Company’s financial condition and results of operations.
The supply chain challenges could increase the costs of products and the numbers of backorders and could adversely affect our results of operations.
The Company is dependent on its management and key personnel to succeed.
The Company’s principal executive officers and technical personnel have extensive experience with the Company’s products, the Company’s research and development efforts, the development of marketing and sales programs and the necessary support services to be provided to the Company’s customers. Also, the Company competes with other companies, universities, research entities and other organizations to attract and retain qualified personnel. The loss of the services of any of the Company’s executive officers or other technical personnel, or the Company’s failure to attract and retain other skilled and experienced personnel, could have a material adverse impact on the Company’s ability to maintain or expand businesses.
Legal, Regulatory and Global
The Company’s products are subject to stringent ongoing regulation by the FDA and similar domestic and foreign health care regulatory authorities, and if the regulatory approvals or clearances of the Company’s products are restricted or revoked, the Company could face delays that would impair the Company’s ability to generate funds from operations.
The FDA and similar health care regulatory authorities in foreign countries extensively regulate the Company’s activities. The Company must obtain either 510(K) clearances or pre-market approvals and new drug application approvals prior to marketing any products in the United States. Foreign regulation also requires that the Company obtain other approvals from foreign government agencies prior to the sale of products in those countries. Also, the Company may be required to obtain FDA approval before exporting a product or device that has not received FDA marketing clearance or approval.
The Company has received the necessary FDA approvals for all products that the Company currently markets in the United States. Any restrictions on or revocation of the FDA approvals and clearances that the Company has obtained, however, would prevent the continued marketing of the impacted products and other devices. The restrictions or revocations could result from the discovery of previously unknown problems with the product. Consequently, FDA revocation would impair the Company’s ability to generate funds from operations.
The FDA and comparable agencies in state and local jurisdictions and in foreign countries impose substantial requirements upon the manufacturing and marketing of pharmaceutical and medical device equipment and related disposables, including the obligation to adhere to the FDA’s Good Manufacturing Practice regulations. Compliance with these regulations requires time-consuming detailed validation of manufacturing and quality control processes, FDA periodic inspections and other procedures. If the FDA finds any deficiencies in the validation processes, for example, the FDA may impose restrictions on marketing the specific products until such deficiencies are corrected.
The Company has received CE approval on several of the Company’s products that allows the Company to sell the products in the countries comprising the European Community. In addition to the CE mark, however, some foreign countries may require separate individual foreign regulatory clearances. The Company may not be able to obtain regulatory clearances for other products in the United States or foreign markets.
The process for obtaining regulatory clearances and approvals underlying clinical studies for any new products or devices and for multiple indications for existing products is lengthy and will require substantial commitments of Company’s financial resources and Company’s management’s time and effort. Any delay in obtaining clearances or approvals or any changes in existing regulatory requirements would materially adversely impact the Company’s business.
The Company’s failure to comply with the applicable regulations would subject the Company to fines, delays or suspensions of approvals or clearances, seizures or recalls of products, operating restrictions, injunctions or civil or criminal penalties, which would adversely impact the Company’s business, financial condition and results of operations.
The Company’s products employ proprietary technology, and this technology may infringe on the intellectual property rights of third parties.
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The Company holds several United States and foreign patents for the Company’s products. Other parties, however, hold patents relating to similar products and technologies. If patents held by others were adjudged valid and interpreted broadly in an adversarial proceeding, the court or agency could deem them to cover one or more aspects of the Company’s products or procedures. Any claims for patent infringements or claims by the Company for patent enforcement would consume time, result in costly litigation, divert technical and management personnel or require the Company to develop non-infringing technology or enter into royalty or licensing agreements. The Company may become subject to one or more claims for patent infringement. The Company may not prevail in any such action, and the Company’s patents may not afford protection against competitors with similar technology.
If a court determines that any of the Company’s products infringes, directly or indirectly, on a patent in a particular market, the court may enjoin the Company from making, using or selling the product. Furthermore, the Company may be required to pay damages or obtain a royalty-bearing license, if available, on acceptable terms.
The Company’s ability to market or sell the Company’s products may be adversely impacted by limitations on reimbursements by government programs, private insurance plans and other third-party payers.
The Company’s customers bill various third party-payers, including government programs and private insurance plans, for the health care services provided to their patients. Third-party payers may reimburse the customer, usually at a fixed rate based on the procedure performed, or may deny reimbursement if they determine that the use of the Company’s products was elective, unnecessary, inappropriate, not cost-effective, experimental or used for a non-approved indication. Third-party payers may deny reimbursement notwithstanding FDA approval or clearance of a product and may challenge the prices charged for the medical products and services. The Company’s ability to sell the Company’s products on a profitable basis may be adversely impacted by denials of reimbursement or limitations on reimbursement, compared with reimbursement available for competitive products and procedures. New legislation that further reduces reimbursements under the capital cost pass-through system utilized in connection with the Medicare program could also adversely impact the marketing of the Company’s products.
The Company may become involved in product liability litigation, which may subject the Company to liability and divert management attention.
The testing and marketing of the Company’s products entails an inherent risk of product liability, resulting in claims based upon injuries or alleged injuries or a failure to diagnose associated with a product defect. Some of these injuries may not become evident for a number of years. Although the Company is not currently involved in any product liability litigation, the Company may be party to litigation in the future as a result of an alleged claim. Litigation, regardless of the merits of the claim or outcome, could consume a great deal of the Company’s time and attention away from the Company’s core businesses. The Company maintains limited product liability insurance coverage of $1,000,000 per occurrence and $2,000,000 in the aggregate, with umbrella policy coverage of $5,000,000 in excess of such amounts. A successful product liability claim in excess of any insurance coverage may adversely impact the Company’s financial condition and results of operations. The Company’s product liability insurance coverage may not continue to be available to the Company in the future on reasonable terms or at all.
The Company’s international operations could be adversely impacted by changes in laws or policies of foreign governmental agencies and social and economic conditions in the countries in which the Company operates.
The Company derives a portion of its revenue from sales outside the United States. Changes in the laws or policies of governmental agencies, as well as social and economic conditions, in the countries in which the Company operates could impact the Company’s business in these countries and the Company’s results of operations. Also, economic factors, including inflation and fluctuations in interest rates and foreign currency exchange rates, and competitive factors such as price competition, business combinations of competitors or a decline in industry sales from continued economic weakness, both in the United States and other countries in which the Company conducts business, could adversely impact the Company’s results of operations.
The impact of terrorism or acts of war could have a material adverse impact on the Company’s business.
Terrorist acts or acts of war, whether in the United States or abroad, could cause damage or disruption to the Company’s operations, its suppliers, channels to market or customers, or could cause costs to increase, or create political or economic instability, any of which could have a material adverse impact on the Company’s business.
In February 2022, Russia invaded Ukraine. As military activity proceeds and sanctions, export controls and other measures are imposed by many countries against Russia, Belarus and specific areas of Ukraine, the war is
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increasingly affecting the global economy and financial markets, as well as exacerbating ongoing economic challenges, including rising inflation and global supply-chain disruption. The Company has operations or activities in countries and regions outside the United States. As a result, its global operations are affected by economic, political and other conditions in the foreign countries in which it does business as well as U.S. laws regulating international trade, although the Company has not yet assessed that the war has had a material effect on its financial position or results of operations.
The Company’s charter documents and Pennsylvania law may inhibit a takeover.
Certain provisions of Pennsylvania law and the Company’s Bylaws could delay or impede the removal of incumbent directors and could make it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of the Company. These provisions could limit the share price that certain investors might be willing to pay in the future for shares of the Company’s common stock. The Company’s Board of Directors is divided into three classes, with directors in each class elected for three-year terms. The Bylaws impose various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions. The Company’s Board of Directors may issue shares of preferred stock without stockholder approval on such terms and conditions, and having such rights, privileges and preferences, as the Board may determine. The rights of the holders of common stock will be subject to, and may be adversely impacted by, the rights of the holders of any preferred stock that may be issued in the future.
Healthcare policy changes, including pending proposals to reform the U.S. healthcare system and implementation of the Affordable Healthcare Act, may have a material adverse effect on the Company.
Healthcare costs have risen significantly over the past decade. There have been and continue to be proposals by legislators, regulators and third-party payors to keep these costs down. Certain proposals, if passed, would impose limitations on the prices the Company will be able to charge for the Company’s products, or the amounts of reimbursement available for its products from governmental agencies or third-party payers. These limitations could have a material adverse effect on the Company’s financial position and results of operations.
Changes in the healthcare industry in the U.S. and elsewhere could adversely affect the demand for the Company’s products as well as the way in which the Company conducts the Company’s business. The 2010 Affordable Care Act provides that most individuals must have health insurance, establishes new regulations on health plans, and creates insurance pooling mechanisms and other expanded public health care measures.
The Company anticipates that the healthcare reform legislation will further reduce Medicare spending on services provided by hospitals and other providers and further forms sales or excise tax on the medical device manufacturing sector. Various healthcare reform proposals have also emerged at the federal and state level. The Company cannot predict what healthcare initiatives, if any, will be implemented at the federal or state level, or the effect any future legislation or regulation will have on the Company. However, an expansion in government’s role in the U.S. healthcare industry may lower reimbursements for the Company’s products, reduce medical procedure volumes and adversely affect the Company’s business, possibly materially.
Future legislation or changes in government programs may adversely impact the market for the Company’s products.
From time to time, the federal government and Congress have made proposals to change aspects of the delivery and financing of health care services. The Company cannot predict what form any future legislation or regulation may take or its impact on the Company’s business. Legislation that sets price limits and utilization controls adversely impact the rate of growth of the markets in which the Company participates. If any future health care legislation or regulations were to adversely impact those markets, the Company’s product marketing could also suffer, which would adversely impact the Company’s business.
Information Security, cybersecurity and Data Privacy Risks
Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information and adversely impact the Company's reputation and results of operations.
The Company is subject to cyber security risks and may incur increasing costs in efforts to minimize those risks and to comply with regulatory standards. The Company employs information technology systems and Internet systems, including websites, which allow for the secure storage and transmission of proprietary or confidential information regarding the Company’s customers, employees and others, including credit card information and personal identification information. The Company has made significant efforts to secure its computer network to mitigate the risk of possible
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cyber-attacks and is continuously working to upgrade its existing information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches. Despite these efforts security of the Company’s computer networks could be compromised which could impact operations and confidential information could be misappropriated, which could lead to negative publicity, loss of sales and profits or cause the Company to incur significant costs to reimburse third-parties for damages which could adversely impact profits.
Other
The Company’s Chairman and Chief Executive Officer, Richard DePiano Jr. is the Company’s controlling stockholder and has sufficient voting power to determine the outcome of all matters submitted to the Company’s stockholders for approval.
In February 2018, the Company entered into a Debt Exchange Agreement (the "Exchange Agreement") with Mr. DePiano Sr. and DP Associates Inc. Profit-Sharing Plan of which Mr. DePiano is the sole owner and sole trustee (the "Holders"). Pursuant to the terms of the Exchange Agreement, the Holders exchanged a total of $645,000 principal amount of debt the Company owed the Holders under factoring agreements and notes (the "Notes") the Company entered into with the Holders in February and March of 2016 for 2,000,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock"). Each share the Preferred Stock entitles the Holder thereof to 13 votes per share and will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. As a result of this voting power, the Holders currently beneficially own approximately 77.81% of the voting power on all actions to be taken by the Company’s stockholders. If the Holders were to convert their shares of Preferred Stock into common stock at the current conversion ratio, the Holders would receive a total of 4,300,000 shares of Common Stock, or approximately 36.70% of the currently outstanding shares of Common Stock assuming such conversion.
The Holders, therefore, control the election of all of the members of the Company’s board of directors and control the outcome of any corporate transaction or other matter submitted to a vote of the Company’s stockholders for approval, including mergers or other acquisition proposals and the sale of all or substantially all of the Company’s assets, in each case regardless of how all of the Company’s stockholders other than the Holders vote their shares. The interests of the Holders in maintaining this voting control of the Company may have an adverse effect on the price of the Company’s common stock because of the absence of any potential “takeover” premium and may, therefore, be inconsistent with the interest of the Company’s stockholders other than the Holders. The voting control by the Holders could also discourage a third party from attempting to acquire control of the Company and may make it more difficult for a third party to acquire control of the Company. Mr. DePiano Sr. passed away on October 3, 2019 and left a will by which he appointed Richard J. DePiano, Jr., the Chief Executive Officer of the Company, as executor. Richard DePiano Jr. was elected to serve as chairman of the Company's board. Mr. DePiano, Jr. qualified as executor and has control over the shares in his capacity as executor of Mr. DePiano Sr.'s estate.
The market price of the Company’s stock has historically been volatile, and the Company has not paid cash dividends.
The volatility of the Company’s common stock imposes a greater risk of capital losses on stockholders as compared to less volatile stocks. In addition, such volatility makes it difficult to ascribe a stable valuation to a stockholder’s holdings of the Company’s common stock. The following factors have and may continue to have a significant impact on the market price of the Company’s common stock:
•Acquisitions, strategic alliances, joint ventures and divestitures that the Company effects, if any;
•Announcements of technological innovations;
•Changes in marketing, product pricing and sales strategies or new products by the Company’s competitors;
•Changes in domestic or foreign governmental regulations or regulatory requirements; and
•Developments or disputes relating to patent or proprietary rights and public concern as to the safety and efficacy of the procedures for which the Company’s products are used.
Moreover, the possibility exists that the stock market could experience extreme price and volume fluctuations unrelated to operating performance.
The Company has not paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
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If the Company raises funds in the future, the Company may be required to raise those funds through public or private financings, strategic relationships or other arrangements at prices and other terms that may not be favorable. The sale of additional equity and debt securities may result in additional dilution to the Company’s stockholders. Additional financing may not be available in amounts or on terms acceptable to the Company or at all.
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ITEM 1B. UNSOLVED SEC STAFF COMMENTS
The Company does not believe there are any unresolved SEC staff comments.
ITEM 1C. CYBER SECURITY
Risk Management and Strategy
The Company recognizes the importance of cybersecurity and has implemented a comprehensive program to protect its information assets. Key components of our cybersecurity program include appointment of an Information Security Officer, who is the also the Chief Operating officer with extensive knowledge of cybersecurity issues, information security policies and procedures, engagement of third-party security experts, regular penetration testing, managed backup and data protection, managed threat response, hardware and software protections, physical security measures, employee training, internal cybersecurity audits, and ongoing product cybersecurity assessments. The Company maintains cybersecurity insurance covering its internal operations and customer-facing products.
Despite these measures, the Company cannot guarantee that it will be immune from cybersecurity threats. A successful attack could result in unauthorized access to our systems, data breaches, disruptions to our operations, and financial losses. We are committed to continually evaluating and enhancing our cybersecurity program to mitigate these risks.
Governance
The Company's Board of Directors receives regular reports from the Information Security Officer regarding the Company's cybersecurity program. The Board ensures that the Company has the necessary resources and authority to implement and maintain a sufficient cybersecurity program. The Information Security Officer reports directly to the Chief Executive Officer and is responsible for working with internal and third-party resources to develop and implement the Company's cybersecurity strategy, manage cybersecurity risks, and oversee the Company's cybersecurity operations.
ITEM 2. PROPERTIES
As of June 30, 2024, the Company leased an aggregate of 16,354 square feet of space for its (i) corporate offices in Wayne, Pennsylvania, (ii) Sonomed's manufacturing facility in Lake Success, New York, and (iii) Trek’s distribution facility in New Berlin, Wisconsin. The Company's current corporate office lease of 2,186 square feet will expire on December 31, 2024. The New York facility lease of 6,728 square feet will expire on December 31, 2024. The Company's Wisconsin warehouse of 7,440 square feet will end on April 30, 2025.
ITEM 3. LEGAL PROCEEDINGS
The Company, from time to time is involved in various legal proceedings and disputes that arise in the normal course of business. These matters have previously and could pertain to intellectual property disputes, commercial contract disputes, employment disputes, and other matters. The Company does not believe that the resolution of any of these matters has had or is likely to have a material adverse impact on the Company’s business, financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
Part II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock trades on the OTCQB Market under the symbol “ESMC.” Any over the counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not present actual transactions.
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As of September 27, 2024 there were 1,254 holders of record of the Company’s common stock. On September 27, 2024 the closing price of the Company’s Common Stock as reported by the OTCQB Market was $0.15 per share.
The Company has never declared or paid a cash dividend on its common stock and presently intends to retain any future earnings to finance future growth and working capital needs.
The Company’s forecast of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in “Risk Factors” included in this Form 10-K. If the Company raises funds in the future, the Company may be required to raise those funds through public or private financings, strategic relationships or other arrangements at prices and other terms that may not be as favorable as they would without such qualification. The sale of additional equity and debt securities may result in additional dilution to the Company’s stockholders. Additional financing may not be available in amounts or on terms acceptable to the Company or at all.
ITEM 6. [Reserved]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read together with the consolidated financial statements and notes thereto and other financial information contained elsewhere in this Form 10-K and the discussion under “Risk Factors” included in Item 1A of this Form 10-K.
•Consolidated net revenue decreased approximately $198,000 or 1.6%, to $11,982,000 during the year ended June 30, 2024 as compared to the prior fiscal year. The decrease in net revenue is attributed to a decrease of approximately $466,000 in sales of Sonomed's ultrasound products mainly due to fulfillment of back orders during the prior fiscal year, a decrease in service plans revenue of $67,000 and a decrease of $71,000 of other Digital revenue. The decrease is offset by an increase of approximately $406,000 in sales of Trek products during the year ended June 30, 2024.
•Consolidated cost of revenue totaled approximately $6,835,000, or 57.0%, of total revenue during the year ended June 30, 2024, as compared to $6,699,000, or 55.0%, of total revenue of the prior fiscal year. The increase of 2.0% in cost of revenue as a percentage of total revenue is mainly due to change of product mix.
•Consolidated marketing, general and administrative expenses increased $378,000, or 9%, to $4,562,000 during the year ended June 30, 2024, as compared to the prior fiscal year. The increase in marketing, general and administrative expenses is mainly due to the temporary hiring expense, accounts receivable credit loss adjustment during the current year in contrast to the recovery of bad debts of $113,000 during the prior year, tax expenses, and increase travel expense during the year ended June 30, 2024.
•Consolidated research and development expenses decreased $131,000 or 16.0%, to $688,000 during the year ended June 30, 2024 as compared to the same period of the prior fiscal year. Research and development expenses were primarily expenses associated with the introduction of new or enhanced products. The decrease in research and development expense is mainly due to decreased consulting expense and reduced headcount in year ended June 30, 2024.
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Results of Operations
Years Ended June 30, 2024 and 2023
The following table shows consolidated net revenue, as well as identifying trends in revenues for the years ended June 30, 2024 and 2023. Table amounts are in thousands:
| For the Years Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | % Change | |||||||||||||||||||||||||||||||||
| Net Revenue: | |||||||||||||||||||||||||||||||||||
| Products | $ | 11,425 | $ | 11,556 | (1.1) | % | |||||||||||||||||||||||||||||
| Service plans | 557 | 624 | (10.7) | % | |||||||||||||||||||||||||||||||
| Total | $ | 11,982 | $ | 12,180 | (1.6) | % | |||||||||||||||||||||||||||||
Consolidated net revenue decreased approximately $198,000 or 1.6%, to $11,982,000 during the year ended June 30, 2024 as compared to the prior fiscal year. The decrease in net revenue is attributed to a decrease of approximately $466,000 in sales of Sonomed's ultrasound products mainly due to fulfillment of back orders during the prior fiscal year, a decrease in service plans revenue of $67,000 and a decrease of $71,000 of other Digital revenue. The decrease is offset by an increase of approximately $406,000 in sales of Trek products during the year ended June 30, 2024.
Foreign sales
The following table presents domestic and international sales from continuing operations. Table amounts are in thousands:
| For the Years Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | $ | 6,363 | 53.1 | % | $ | 7,044 | 57.8 | % | |||||||||||||||||||||||||||||||||||||||
| Foreign | 5,619 | 46.9 | % | 5,136 | 42.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | 11,982 | 100.0 | % | $ | 12,180 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
The following table presents consolidated cost of revenue and as a percentage of revenues for the years ended June 30, 2024 and 2023. Table amounts are in thousands:
| For the Years Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | % | 2023 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | 6,835 | 57.0 | % | $ | 6,699 | 55.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 6,835 | 57.0 | % | $ | 6,699 | 55.0 | % | |||||||||||||||||||||||||||||||||||||||
Consolidated cost of revenue totaled approximately $6,835,000, or 57.0%, of total revenue during the year ended June 30, 2024, as compared to $6,699,000, or 55.0%, of total revenue of the prior fiscal year. The increase of 2.0% in cost of revenue as a percentage of total revenue is mainly due to change of product mix.
The following table presents consolidated marketing, general and administrative expenses for the years ended June 30, 2024 and 2023. Table amounts are in thousands:
| For the Years Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | % Change | |||||||||||||||||||||||||||||||||
| Marketing, General and Administrative: | |||||||||||||||||||||||||||||||||||
| $ | 4,562 | $ | 4,184 | 9.0 | % | ||||||||||||||||||||||||||||||
| Total | $ | 4,562 | $ | 4,184 | 9.0 | % | |||||||||||||||||||||||||||||
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Consolidated marketing, general and administrative expenses increased $378,000, or 9%, to $4,562,000 during the year ended June 30, 2024 as compared to the prior fiscal year. The increase in marketing, general and administrative expenses is mainly due to due to the temporary hiring expense, accounts receivable credit loss adjustment during the current year in contrast to the recovery of bad debts of $113,000 during the prior year, tax expenses, and increase travel expense during the year ended June 30, 2024.
The following table presents consolidated research and development expenses for the years ended June 30, 2024 and 2023.
Table amounts are in thousands:
| For the Years Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | % Change | |||||||||||||||||||||||||||||||||
| Research and Development: | |||||||||||||||||||||||||||||||||||
| $ | 688 | $ | 819 | (16.0) | % | ||||||||||||||||||||||||||||||
| Total | $ | 688 | $ | 819 | (16.0) | % | |||||||||||||||||||||||||||||
Consolidated research and development expenses decreased $131,000, or 16.0%, to $688,000 during the year ended June 30, 2024 as compared to the prior fiscal year. Research and development expenses were primarily expenses associated with the introduction of new or enhanced products. The decrease in research and development expense is mainly due to decreased consulting expense reduced headcount in year ended June 30, 2024.
Russia-Ukraine War
In February 2022, Russia invaded Ukraine. As military activity proceeds and sanctions, export controls and other measures are imposed by many countries against Russia, Belarus and specific areas of Ukraine, the war is increasingly affecting the global economy and financial markets, as well as exacerbating ongoing economic challenges, including rising inflation and global supply-chain disruption. The Company has operations or activities in countries and regions outside the United States. As a result, its global operations are affected by economic, political and other conditions in the foreign countries in which it does business as well as U.S. laws regulating international trade, although the Company has not yet assessed that the war has had a material effect on its financial position or results of operations.
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Liquidity and Capital Resources
Our total cash as of June 30, 2024 consisted approximately $209,000 of cash on hand and restricted cash of approximately $256,000 compared to approximately $890,000 of cash on hand and restricted cash of $256,000 as of June 30, 2023. At June 30, 2024 and 2023, the Company’s balances exceeded federally insured limits by approximately $181,000 and $632,000, respectively.
Because our operations have not historically generated sufficient revenues to enable profitability we will continue to monitor costs and expenses closely and may need to raise additional capital in order to fund operations.
We expect to continue to fund operations from cash on hand and through capital raising sources if possible and available, which may be dilutive to existing stockholders, through revenues from the licensing of our products, or through strategic alliances. Additionally, we may seek to sell additional equity or debt securities through one or more discrete transactions, or enter into a strategic alliance arrangement, but can provide no assurances that any such financing or strategic alliance arrangement will be available on acceptable terms, or at all. Moreover, the incurrence of indebtedness in connection with a debt financing would result in increased fixed obligations and could contain covenants that would restrict our operations.
As of June 30, 2024 we had an accumulated deficit of approximately $68.5 million, incurred recurring losses from operations and negative cash flows from operating activities in current year and as well as in prior years except for the year ended June 30, 2024. While the overall trend has been toward profitability, having just one year out of the last five of income, the question remains whether the Company will keep the profitability trend and sales growth. These factors raise substantial doubt regarding our ability to continue as a going concern, and our ability to generate cash to meet our cash requirements for the following twelve months as of the filing date of this form 10-K. These factors raise substantial doubt regarding our ability to continue as a going concern, and our ability to generate cash to meet our cash requirements for the following twelve months as of the filing date of this form 10-K.
The following table presents overall liquidity and capital resources as of June 30, 2024 and 2023. Table amounts are in thousands:
| June 30, | June 30, | |||||||||||||
| 2024 | 2023 | |||||||||||||
| Current Ratio: | ||||||||||||||
| Current assets | $4,397 | $4,637 | ||||||||||||
| Less: Current liabilities | 2,669 | 2,853 | ||||||||||||
| Working capital | $1,728 | $1,784 | ||||||||||||
| Current ratio | 1.65 to 1 | 1.63 to 1 | ||||||||||||
| Debt to Total Capital Ratio: | ||||||||||||||
| Note payable, lease liabilities, and EIDL loan | $525 | $890 | ||||||||||||
| Total debt | 525 | 890 | ||||||||||||
| Total equity | 1,810 | 1,935 | ||||||||||||
| Total capital | $2,335 | $2,825 | ||||||||||||
| Total debt to total capital | 22.5% | 31.5% | ||||||||||||
Working Capital Position
Working capital decreased approximately $56,000 to $1,728,000 as of June 30, 2024, and the current ratio increased to 1.65 to 1 to from 1.63 to 1 when compared to June 30, 2023.
The decrease in working capital is primarily attributed to a $184,000 reduction in current liabilities resulting from repayment of note payable and lease payments along with a $240,000 decline in current assets as of June 30, 2024 mainly due to increased inventory purchases and net operating loss.
Debt to total capital ratio was 22.5% and 31.5% as of June 30, 2024 and June 30, 2023, respectively.
Cash Flow (Used In) Provided By Operating Activities
During year ended June 30, 2024 the Company used approximately $603,000 of cash in operating activities as compared to approximately $325,000 of cash provided by operating activities during the year ended June 30, 2023.
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For the year ended June 30, 2024, its cash used in operations is mainly due to an increase in accounts receivable of 454,000, a decrease in lease liability of 328,000, and a decrease in deferred revenue of $146,000. The cash outflow is offset by an increase in accounts payable of $152,000 and a decrease in other current assets of 56,000. The remaining offsetting items for cash used in operations is comprised of less significant items.
For the year ended June 30, 2023, its cash provided by operations is mainly due to a decrease in inventory of $44,000, an increase in accounts payable of $193,000 and an increase in deferred revenue of $94,000. The cash inflow is offset by a decrease in accrued expense of $250,000. The remaining offsetting items for cash used in operations is comprised of less significant items.
Cash Flows Used In Investing Activities
Cash flows used in investing activities for the year ended June 30, 2024 was due to purchase of the fixed assets of $40,000. Cash flows used in investing activities for the year ended June 30, 2023 was due to purchase of the licenses of $7,000 and purchase of the fixed assets of $7,000.
Any necessary capital expenditures have generally been funded out of cash from operations, and the Company is not aware of any factors that would cause historical capital expenditure levels to not be indicative of capital expenditures in the future and, accordingly, does not believe that the Company will have to commit material resources to capital investment for the foreseeable future.
Cash Flows Used in Financing Activities
For the year ended June 30, 2024 the cash used in the financing activities of $37,000 was attributed to repayment of notes payable of $33,000, and repayment of EIDL loan of $4,000.
For the year ended June 30, 2023 the cash used in the financing activities of $15,000 was attributed to auto loan payment of $12,000, and repayment of EIDL loan of $3,000.
Off-balance Sheet Arrangements and Contractual Obligations
The Company was not a party to any off-balance sheet arrangements during the years ended June 30, 2024 and 2023.
Critical Accounting Estimates
The preparation of financial statements requires management to make estimates and assumptions that impact amounts reported therein. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and, as such, include amounts based on informed estimates and judgments of management. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above. Our significant accounting policies are more fully described in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements included in this report. We believe that these accounting policies are critical for one to fully understand and evaluate our financial condition and results of operations.
Recently Issued Accounting Standards
The Company considers the applicability and impact of all accounting standards updates ("ASUs"). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will become effective for the Company’s annual period beginning on July 1, 2024 and interim periods within beginning after July 1, 2025. Change to - The Company is currently evaluating the timing and impacts of adoption of this ASU.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending June 30, 2026. The Company is currently evaluating the timing and impacts of adoption of this ASU.
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FINANCIAL STATEMENTS AND SUPPLIMENTARY DATA
Escalon Medical Corp.
Index to Consolidated Financial Statements
| Page | |||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Escalon Medical Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Escalon Medical Corp. and Subsidiaries (collectively the “Company”) as of June 30, 2024, and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company’s historical recurring losses from operations and negative cash flows from operating activities raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Marcum LLP
We have served as the Company’s auditor since 2010.
September 30, 2024
21
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| June 30, 2024 | June 30, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable | |||||||||||
| Less: allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Right-of-use assets | |||||||||||
| License and patent, net | |||||||||||
| Other long term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of note payable | $ | $ | |||||||||
| Current portion of EIDL loan | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Related party accrued interest | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Other short term liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Note payable, net of current portion | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| EIDL loan, net of current portion | |||||||||||
| Total long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies (Note 10) | |||||||||||
| Stockholders' equity: | |||||||||||
| Series A convertible preferred stock, $0.001 par value; 2,000,000 shares authorized; 2,000,000 shares issued and outstanding (liquidation value of $974,003 and $922,331) | |||||||||||
| Common stock, $0.001 par value; 35,000,000 shares authorized; 7,415,329 shares issued and outstanding | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to consolidated financial statements
22
| ESCALON MEDICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| For the Years Ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Products | $ | $ | |||||||||||||||||||||
| Service plans | |||||||||||||||||||||||
| Revenues, net | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Marketing, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
Total costs and expenses | |||||||||||||||||||||||
| (Loss) income from operations | ( | ||||||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Total other expense, net | ( | ( | |||||||||||||||||||||
| Income tax expense | $ | $ | |||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
| Less undeclared dividends on preferred stocks | |||||||||||||||||||||||
| Less income allocated to convertible preferred stocks | |||||||||||||||||||||||
| Net (loss) income applicable to common stockholders | $ | ( | $ | ||||||||||||||||||||
| Net (loss) income per share | |||||||||||||||||||||||
| Basic (loss) income per share applicable to common stockholder | $ | ( | $ | ||||||||||||||||||||
| Diluted (loss) income per share | $ | ( | $ | ||||||||||||||||||||
| Weighted average shares—basic | |||||||||||||||||||||||
| Weighted average shares—diluted | |||||||||||||||||||||||
See notes to consolidated financial statements
23
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023
| Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements
24
ESCALON MEDICAL CORP. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| For the Years Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net ( loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Change in allowance for credit loss | ( | ||||||||||
| (Decrease) Increase in inventory reserve | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Non cash lease expense | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ( | |||||||||
| Change in operating lease liability | ( | ( | |||||||||
| Deferred revenue | ( | ||||||||||
| Other short-term and long-term liabilities | ( | ( | |||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Purchase of equipment | ( | ( | |||||||||
| Purchase of license | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Repayment of EIDL loan | ( | ( | |||||||||
| Repayment of note payable | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, and restricted cash, beginning of year | |||||||||||
| Cash, and restricted cash, end of year | $ | $ | |||||||||
| Cash, and restricted cash consist of the following: | |||||||||||
| End of year | |||||||||||
| Cash | $ | $ | |||||||||
| Restricted cash | |||||||||||
| $ | $ | ||||||||||
| Beginning of year | |||||||||||
| Cash | $ | $ | |||||||||
| Restricted cash | |||||||||||
| $ | $ | ||||||||||
| Supplemental Schedule of Cash Flow Information: | |||||||||||
| Interest paid | $ | $ | |||||||||
25
See notes to consolidated financial statements
26
Escalon Medical Corp. and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Basis of Presentation
The Company operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices and pharmaceuticals in the area of ophthalmology. The Company and its products are subject to regulation and inspection by the United States Food and Drug Administration (the “FDA”). The FDA and other government authorities require extensive testing of new products prior to sale and have jurisdiction over the safety, efficacy and manufacture of products, as well as product labeling and marketing.
2. Going Concern
The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the continuous enhancement of the current products, development of new products; changes in domestic and foreign regulations; ability of manufacture successfully; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, the Company’s products and its ability to raise capital to support its operations.
To date, the Company’s operations have not generated sufficient revenues to enable profitability. Through June 30, 2024, the Company had incurred historical recurring losses from operations and incurred negative cash flows from operating activities in prior years except for the year ended June 30, 2023. While the overall trend has been toward profitability, having just one year out of the last five of income, the question remains whether the Company will keep the profitability trend and sales growth. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for the following twelve months as of the filing date of this form 10-K.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company's continuance as a going concern is dependent on its future profitability and on the on-going support of its stockholders, affiliates and creditors. In order to mitigate the going concern issues, the Company is actively pursuing business partnerships, managing its continuing operations, implementing cost-cutting measures. The Company may not be successful in any of these efforts.
3. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash
27
For the purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 90 days or less to be cash and cash equivalents. From time to time cash balances exceed federal insurance limits. As of June 30, 2024 there were no cash equivalents. At June 30, 2024 and 2023, the Organization’s balances exceeded federally insured limits by approximately $181,000 and $632,000, respectively.
Restricted Cash
As of June 30, 2024 and 2023 restricted cash included approximately $256,000 , which was pursuant to the requirements in the TD Bank Loan entered into June 2018 (see Note 6).
Accounts Receivable
Accounts receivables are recorded at net realizable value. The Company performs ongoing credit evaluations of customers’ financial condition and does not require collateral for accounts receivable arising in the normal course of business. The Company maintains allowances for potential credit losses based on the Company’s historical trends, specific customer issues and current economic trends. Accounts are written off against the allowance when they are determined to be uncollectible based on management’s assessment of individual accounts. The Company adopted the current expected credit loss model prospectively from fiscal year 2024, and assessed the allowance for expected credit losses to reflect the risk of loss, even when that risk is remote. The Company continues to use the aging matrix in conjunction with the historical information, current conditions and reasonable and supportable forecasts. The Company groups most of the trade receivable by pools after adoption of the new standards while it analyzed the credit loss of the trade receivables one by one before adoption. The major difference is the estimate of the current expected credit loss for the receivables that are current on their payment. With adoption of the new standards, the small credit loss rate applied to current receivables will be mostly offset by the lower expected credit rate applied to over 120 days past due when less than 100% of expected credit loss is applied. The historical credit loss rate is adjusted for current conditions and management's assessment for factors such as international relations, economic conditions, and special-term contracts etc. For the year ended June 30, 2024, the adoption of the new guidance did not have a material impact on the Company's unaudited consolidated financial statements. The Company will continue to assess the current expected credit loss. It may need to recognize a credit loss in the income statement earlier than under the legacy guidance at certain time when the expected credit loss is increased. The Company recorded an allowance for credit losses of $171,104 and $153,878 as of June 30, 2024 and 2023.
| For the Years ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Balance, July 1 | $ | $ | |||||||||
| Provision | |||||||||||
| Write-offs | ( | ( | |||||||||
| Balance, June 30 | $ | $ | |||||||||
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis and include freight-in materials, labor and overhead costs. Inventories are written down if the estimated net realizable value is less than the recorded value. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on age of inventory. If actual conditions are less favorable than those the Company has projected, the Company may need to increase its reserves for excess and obsolete inventories. Any increases in the reserves will adversely impact the Company’s results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If the Company is able to sell such inventory any related reserves would be reversed in the period of sale. In accordance with industry practice, service parts inventory is included in current assets, although service parts are carried for established requirements during the serviceable lives of the products and, therefore, not all parts are expected to be sold within one year.
28
| June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Raw materials | 803,529 | $ | |||||||||
| Work in process | 466,150 | ||||||||||
| Finished goods | 603,182 | ||||||||||
| Total inventories | $ | 1,872,861 | $ | ||||||||
| Allowance for obsolete inventory | |||||||||||
| Inventories | $ | $ | |||||||||
Property and Equipment
Property and equipment consist of the following:
| June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Equipment | $ | $ | |||||||||
| Furniture and fixtures | |||||||||||
| Leasehold improvements | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| $ | $ | ||||||||||
Intangible Assets and Long-Lived Assets
Accrued Warranties
The Company provides a limited one-year warranty against manufacturer’s defects on its products sold to customers. The Company’s standard warranties require the Company to repair or replace, at the Company’s discretion, defective parts during such warranty period. The Company accrues for its product warranty liabilities based on estimates of costs to be incurred during the warranty period, based on historical repair information for warranty costs.
Fair Value of Financial Instruments
29
notes payable and lease liabilities approximates fair value since such debt borrowing bears interest at the approximate current market rate. While the Company believes the carrying value of the assets and liabilities are reasonable, considerable judgment is used to develop estimates of fair value; thus the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange.
Revenue Recognition
The Company generates product revenue from the sale of medical device products and the sale and installation of the Company's AXIS image management system software. Revenue for service plans relate to the customer care plans for the Company’s equipment and AXIS image management system software.
Revenue is recognized upon transfer of control of the promised goods or services to the customer for an amount that reflects the consideration that the Company expects to be entitled in exchange for those goods or services. The Company’s performance obligations are for product sales, installation of AXIS image management system software and customer care plans. The performance obligations are determined at contract inception based upon promises within the contract that are distinct.
The product sales and installation of AXIS image management system software performance obligations are satisfied at a point in time, which is upon shipment for product sales and upon successful installation for the AXIS image management system. The performance obligation for customer care plans is satisfied over time as the customer receives and consumes the Company’s services.
The Company invoices its customers upon shipment for product sales. For the installation of AXIS image management system software and customer care plans, the Company invoices its customers upon successful installation. Invoice payments are generally due within 30 days of invoice date. The transaction price is determined based on fixed consideration in the Company’s customer contracts and is recorded net of variable consideration. In determining the transaction price, a significant financing component does not exist since the timing from when the Company invoices its customers to when payment is received as it is less than one year.
Revenue for product sales and installation of AXIS image management system software is recognized when delivered or installed. The customer care plan revenues are recognized proportionately over the service period, which is a 12-month period.
The Company has elected the following practical expedients in applying ASC 606:
•Unsatisfied Performance Obligations - all performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.
•Contract Costs - all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration.
•Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
•Sales Tax Exclusion from the Transaction Price - the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer.
•Shipping and Handling Activities - the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation.
•Portfolio Approach - the Company applied the Portfolio Approach to contract reviews within its identified
30
revenue streams that have similar characteristics and the Company believes this approach would not differ materially than if applying Topic 606 to each individual contract.
Deferred Revenue
The Company records deferred revenues when cash payments are received or due in advance of its performance. The Company’s deferred revenues relate to payments received for the customer care plans for a 12-month period. The consideration received is recognized monthly over the service period.
| Years ended June 30, | ||||||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||||
| Beginning of Year | $ | $ | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Revenue Recognized | ( | ( | ||||||||||||||||||||||||
| End of Year | $ | $ | ||||||||||||||||||||||||
Revenue recorded that was included within prior period deferred revenue was $289,000 and $315,000 , respectively for the years ended June 30, 2024 and 2023.
Shipping and Handling Revenues and Costs
Shipping and handling revenues are included in product revenue and the related costs are included in cost of revenue.
Research and Development
All research and development costs are charged to operations as incurred.
Losses (Earnings) Per Share
Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current period earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the period’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses.
Diluted net income per common share is computed under the two-class method by using the weighted average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options. The Company analyzed the potential dilutive effect of any outstanding dilutive securities under the “if-converted” method and treasury-stock method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period or date of issuance, if later. The Company reports the more dilutive of the approaches (two-class or “if-converted”) as its diluted net income per share during the period. Basic earning per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. As of June 30, 2024 and 2023, the average market prices for the years then ended are less than the exercise price of all the outstanding stock options and, therefore, the inclusion of the stock options would be anti-dilutive.
31
| For the Years Ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Numerator for basic (loss) earnings per share: | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||
| Less undeclared dividends on convertible stocks | |||||||||||||||||||||||
| Less net income allocated to convertible preferred stocks | |||||||||||||||||||||||
| Net (loss) income applicable to common stockholders | $ | ( | $ | ||||||||||||||||||||
| Numerator for diluted (loss) earnings per share: | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||
| Undeclared dividends on convertible stocks | |||||||||||||||||||||||
| Net (loss) income applicable to convertible common stockholders | $ | ( | $ | ||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per share - weighted average shares outstanding | |||||||||||||||||||||||
| Weighted average preferred stock converted to common stock | |||||||||||||||||||||||
| Denominator for diluted earnings per share - weighted average and assumed conversion | |||||||||||||||||||||||
| Net (loss) income per share: | |||||||||||||||||||||||
| Basic net (loss) income per share | $ | ( | $ | ||||||||||||||||||||
| Diluted net (loss) income per share | $ | ( | $ | ||||||||||||||||||||
The following table summarizes convertible preferred stock and securities that, if exercised would have an anti-dilutive effect
on earnings per share.
| For the Years Ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Convertible preferred stock | |||||||||||||||||||||||
| Total potential dilutive securities not included in income per share | |||||||||||||||||||||||
Income Taxes
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of June 30, 2024 and June 30, 2023, the Company has recorded a full valuation allowance against its deferred tax assets.
32
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. As of June 30, 2024 and June 30, 2023, no accrued interest or penalties were required to be included on the related tax liability line in the consolidated balance sheets. There is no tax impact on the consolidated financial statements of the Company's current and prior years.
Leases
New Accounting Pronouncements
Recently Issued Accounting Standards
The Company considers the applicability and impact of all accounting standards updates ("ASUs"). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will become effective for the Company’s annual period beginning on July 1, 2024 and interim periods within beginning after July 1, 2025. Change to - The Company is currently evaluating the timing and impacts of adoption of this ASU.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending June 30, 2026. The Company is currently evaluating the timing and impacts of adoption of this ASU.
4. Intangible Assets
The Company's intangible assets consist of the following:
Licenses and Patents
The Company capitalized and amortized its purchased licenses and patents over 10 years and 20 years, respectively. Amortization expense is approximately $20,000 for each of the years ended June 30, 2024 and 2023. Annual amortization related entirely to licenses and patents is estimated to be $20,000 for the years ending June 30, 2025 through 2026, and $5,000 for the year ending June 30, 2026.
The following table presents amortized licenses and patents as of June 30, 2024:
33
| Gross Carrying Amount | Impairment | Adjusted Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
The following table presents amortized licenses and patents as of June 30, 2023:
| Gross Carrying Amount | Impairment | Adjusted Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
5. Accrued Expenses
The following table presents accrued expenses:
| June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Accrued compensation | $ | $ | |||||||||
| Warranty reserve | |||||||||||
| Tax payable | |||||||||||
| Other accruals | |||||||||||
| Total accrued expenses | $ | $ | |||||||||
6. TD Note Payable
TD bank elected to exercise the term note conversion option to convert the loan balance of $201,575 to a five-year term note effective March 29, 2023 ("the Conversion Date"). The scheduled monthly principal and interest payments in the amount of $4,247 began on April 29, 2023. Commencing on the Conversion Date, the aggregate principal balance outstanding bears interest at a fixed per annum rate of 9.49 % pursuant to the loan's terms and conditions.
The future annual principal amounts and accrued interest to be paid as of June 30, 2024 are as follows:
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Year ending June 30, | TD Note Payment | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
Total | $ | ||||
7. Long-term debt
Economic Injury Disaster ("EIDL") loan
EIDL is designed to provide economic relief to businesses that are currently experiencing a temporary loss of revenue due to the Coronavirus (COVID-19) pandemic. EIDL proceeds can be used to cover a wide array of working capital and normal operating expenses, such as continuation to health care benefits, rent, utilities, and fixed debt payments. The Company received $150,000 EIDL loan. The annual interest rate is 3.75 %. The payment term is 30 years and the monthly payment is $731 from July 1, 2021. The EIDL loan is secured by the tangible and intangible personal property of the Company. The EIDL loan is secured by the tangible and intangible personal property of the Company.
The future annual principal amounts and accrued interest to be paid as of June 30, 2024 are as follows:
| Year ending June 30, | EIDL Loan Payment | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
8. Capital Stock Transactions
Stock Option Plans
As of June 30, 2024, the Company had in effect two employee stock option plans that provide for incentive and non-qualified stock options. Under the terms of the plans, options may not be granted for less than the fair market value of the Common Stock at the date of grant. Vesting generally occurs ratably between and years and for non-employee directors, immediately, and the options are exercisable over a period no longer than 10 years after the grant date. As of June 30, 2024, options to purchase 21,000 shares of the Company’s common stock were outstanding and exercisable.
The following is a summary of Escalon’s stock option activity and related information for the fiscal years ended June 30, 2024 and 2023:
35
| 2024 | 2023 | ||||||||||||||||||||||
| Common Stock Options | Weighted Average Exercise Price | Common Stock Options | Weighted Average Exercise Price | ||||||||||||||||||||
| Outstanding at the beginning of the year | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Forfeited | ( | $ | |||||||||||||||||||||
| Outstanding at the end of the year | $ | $ | |||||||||||||||||||||
| Exercisable at the end of the year | $ | ||||||||||||||||||||||
The following table summarizes information about stock options outstanding as of June 30, 2024:
| Number Outstanding at June 30, 2024 | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Number Exercisable at June 30, 2024 | Weighted Average Exercise Price | |||||||||||||||||||||||||
| Range of Exercise Prices | |||||||||||||||||||||||||||||
| $0.79 | $ | $ | |||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
There was no
9. Income Taxes
The provision for income taxes for the years ended June 30, 2024 and 2023 consists of the following:
| 2024 | 2023 | ||||||||||
| Current income tax provision | |||||||||||
| Federal | $ | — | $ | — | |||||||
| State | — | — | |||||||||
| — | — | ||||||||||
| Deferred income tax provision | |||||||||||
| Federal | ( | ||||||||||
| State | ( | ||||||||||
| Change in valuation allowance | ( | ||||||||||
| — | — | ||||||||||
| Income tax expense (benefit) | $ | — | $ | — | |||||||
Income tax expense (benefit) as a percentage of loss for the years ended June 30, 2024 and 2023 differ from statutory federal income tax rate due to the following:
36
| 2024 | 2023 | ||||||||||
| Statutory federal income tax rate | % | % | |||||||||
| State tax rate | % | % | |||||||||
| Permanent differences | ( | % | % | ||||||||
| Return to provision | % | % | |||||||||
| Other | % | % | |||||||||
| Valuation allowance | ( | % | ( | % | |||||||
| Effective income tax rate | % | % | |||||||||
The components of the net deferred income tax assets and liabilities as of June 30, 2024 and 2023 are as follows:
| 2024 | 2023 | ||||||||||
| Deferred income tax assets: | |||||||||||
| Net operating loss carryforward | $ | ||||||||||
| Stock options | |||||||||||
| Operating lease liability | |||||||||||
| Allowance for doubtful accounts | |||||||||||
| Accrued vacation | |||||||||||
| Inventory reserve | |||||||||||
| Accelerated depreciation | |||||||||||
| Warranty reserve | |||||||||||
| Total deferred income tax assets | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Deferred income tax liabilities: | |||||||||||
| Accelerated depreciation | ( | ( | |||||||||
| Right of use asset | ( | ( | |||||||||
| Total deferred income tax liabilities | ( | ( | |||||||||
| $ | $ | ||||||||||
As of June 30, 2024, the Company has a valuation allowance of $7,607,765 , which primarily relates to the federal net operating loss carryforwards. During the year ended June 30, 2024, the valuation allowance increased by $53,359 and during the year ended June 30, 2023, the valuation decreased by $95,065 . The valuation allowance is a result of management evaluating its estimates of the net operating losses available to the Company as they relate to the results of operations of acquired businesses subsequent to their being acquired by the Company. The Company evaluates a variety of factors in determining the amount of the valuation allowance, including the Company’s earnings history, the number of years the Company’s operating loss can be carried forward, the existence of taxable temporary differences, and near-term earnings expectations. Future reversal of the valuation allowance will be recognized either when the benefit is realized or when it has been determined that it is more likely than not that the benefit will be realized through future earnings. The Company has available federal and state net operating loss carry forwards of approximately $32,224,000 and $4,231,000 , respectively, of which $23,819,000 and $2,259,000 , respectively, will expire over the next years, $6,176,000 and $1,438,000 , respectively, will expire in years through , and $2,229,000 and $533,000 , respectively, which will not expire.
The Company continues to monitor the realization of its deferred tax assets based on changes in circumstances, for example, recurring periods of income for tax purposes following historical periods of cumulative losses or changes in tax laws or regulations. The Company’s income tax provision and management’s assessment of the realizability of the Company’s deferred tax assets involve significant judgments and estimates. If taxable income expectations change, in the near term the Company may be required to reduce the valuation allowance which would result in a material benefit to the Company’s results of operations in the period in which the benefit is determined by the Company.
Fiscal year ended June 30, 2020 and subsequent years remain open to tax examination. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried
37
forward, and make adjustments up to the amount of the net operating loss amount. At June 30, 2024, the Company did not have any significant unrecognized tax positions. The Company has provided what it believes to be an appropriate amount of tax for items that involve interpretation to the tax law. However, events may occur in the future that will cause the Company to reevaluate the current provision and may result in an adjustment to the liability for taxes.
10. Commitments and Contingencies
Legal Proceedings
The Company, from time to time is involved in various legal proceedings and disputes that arise in the normal course of business. These matters have included intellectual property disputes, contract disputes, employment disputes and other matters. The Company does not believe that the resolution of any of these matters has had or is likely to have a material adverse impact on the Company’s business, financial condition or results of operations.
11. Related Party Transactions and Preferred Stock
On February 14, 2018, the Company entered into a Debt Exchange Agreement (the “Exchange Agreement”) with Mr. DePiano Sr., the Company's former Chairman and DP Associates Inc. Profit-Sharing Plan of which Mr. DePiano Sr. is the sole owner and sole trustee (the “Holders”). Pursuant to the terms of the Exchange Agreement, effective February 15, 2018, the Holders exchanged a total of $645,000 principal amount of debt related to the accounts receivable factoring program for 2,000,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”). As of June 30, 2024 and 2023, the related party interest accrual of $112,389 related to the debt prior to the exchange, remained as an on demanded payable.
Each share of Preferred Stock entitles the Holder thereof to 13 votes per share and will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. As a result of this voting power, the Holders as of June 30, 2024 beneficially own approximately 77.81 % of the voting power on all actions to be taken by the Company’s stockholders.
Subject to the terms and conditions of Preferred Stock, the holder of any share or shares of the Preferred Stock has the right, at its option at any time, to convert each such share of Preferred Stock (except that, upon any liquidation of the Company, the right of conversion will terminate at the close of business on the business day fixed for payment of the amounts distributable on the Preferred Stock) into 2.15 shares of Common Stock (the “Conversion Ratio”). The Conversion Ratio is subject to standard provisions for adjustment in the event of a subdivision or combination of the Company’s Common Stock and upon any reorganization or reclassification of the capital stock of the Company. If the Holders were to convert their shares of Preferred Stock into Common Stock at the Conversion Ratio the Holders would receive a total of 4,300,000 shares of Common Stock, or approximately 36.70 % of the then outstanding shares of Common Stock assuming such conversion.
Each outstanding share of the Preferred Stock accrues dividends calculated cumulatively at the annual rate of $.0258 per share (such amount subject to equitable adjustment in the event of any stock dividend, stock split, combination, reclassification other similar event), payable upon the earlier of (i) a liquidation, dissolution or winding up of the Company or (ii) conversion of the Preferred Stock into Common Stock. Upon either of such events, all such accrued and unpaid dividends, whether or not earned or declared, to and until the date of such event, will become immediately due and payable and will be paid in full. The dividends payable to the holders of the Preferred Stock is payable in cash or, at the election of any such holder, in a number of additional shares of Common Stock equal to the amount of the dividend expressed in dollars divided by the then applicable Conversion Ratio, described above. As of June 30, 2024 and 2023 the cumulative dividends payable is $329,003 ($0.1645 per share) and $277,331 ($0.1387 per share), respectively.
Mr. DePiano Sr. passed away on October 3, 2019 and left a will by which he appointed Richard J. DePiano, Jr., the Chief Executive Officer of the Company, as executor. Richard DePiano Jr. was elected to serve as chairman of the Company's board. Mr. DePiano, Jr. qualified as executor and has control over the listed shares in his capacity as executor of Mr. DePiano Sr.'s estate.
12. Concentration of Credit Risk
Credit Risk
Financial Instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents, restricted cash and trade receivables. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company's customer base and their dispersion across
38
geographic areas principally within the United States and international. The Company routinely address the financial strength of its customer and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.
Major Customer
As of June 30, 2024 the Company had two customer that represents approximately 37 % and 14 % of the total accounts receivable balance. As of June 30, 2023 the Company had one customer that represents approximately 24 % of the total accounts receivable balance.
Major Supplier
The Company's two largest suppliers accounted for 39 % and 11 % of the total purchases for the year ended June 30, 2024. The Company's two largest suppliers accounted for the total purchases for 42 % and 11 % of total purchases for the year ended June 30, 2023. As of June 30, 2024 the Company had two suppliers that represent approximately 25 % and 21 % of the total accounts payable balance. As of June 30, 2023 the Company had two supplier that represents 36 % and 11 % of the total accounts payable balance.
Foreign Sales
| (in thousands) | For the Years Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | $ | 6,363 | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Foreign | % | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||
13. Leases
| Year Ended June 30, | |||||||||||||||||
2024 | 2023 | ||||||||||||||||
| Operating lease costs: | |||||||||||||||||
| Fixed | $ | $ | |||||||||||||||
| Total: | $ | $ | |||||||||||||||
Supplemental cash flow information was as follows:
| Year Ended June 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||
| Operating cash flows for operating leases | $ | $ | |||||||||||||||
| Total | $ | $ | |||||||||||||||
Leases recorded on the balance sheet consist of the following:
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| June 30, | ||||||||||||||||||||
| Leases (operating) | Classification on the Balance Sheet | 2024 | 2023 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Operating lease ROU assets | Right-of-use asset | $ | $ | |||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | Current portion of operating lease liabilities | $ | $ | |||||||||||||||||
| Non-current | Operating lease liabilities | $ | $ | |||||||||||||||||
The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate)
under noncancelable operating leases with terms of more than one year to the total operating lease liabilities
recognized on the consolidated balance sheets as of June 30, 2024:
The aggregate future lease payments for operating leases as of June 30, 2024 were as follows:
| Operating | ||||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less interest | ||||||||
| Present value of lease liabilities | $ | |||||||
Average lease terms and discount rates were as follows:
| June 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Weighted-average remaining lease terms (years) | ||||||||||||||
Operating leases | ||||||||||||||
| Weighted-average discount rate | ||||||||||||||
Operating leases | % | % | ||||||||||||
.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the Company’s management
evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are not effective in ensuring that information required to be
40
disclosed by the Company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.
As of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of its principal executive officer and principal financial officer, the effectiveness of the Company’s internal control over financial reporting. This evaluation was conducted using the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013. We identified a material weakness in internal control related to the proper design and implementation of controls over our estimates relating to the valuation of inventory specifically over the precision of management’s review during the year ended June 30, 2023. Based on our evaluation and as a result of the material weakness identified, our management, with the participation of our principal executive officer and principal financial officer, concluded that our internal control over financial reporting was not effective as of June 30, 2023. Although additional controls were implemented mostly in the fourth fiscal quarter ending June 30, 2024, these remedies did not cover the entire fiscal year. Therefore, management concluded that the internal control over financial reporting remained ineffective as of June 30, 2024.
Remediation Plan for Existing Material Weakness
Management is committed to the remediation of the material weakness described above. As such, controls will be added to both increase the precision of the review of all assumptions used in the valuation of inventory , as well as to conduct senior management reviews of any and all material estimates that are applied in these instances.
Pursuant to the rules of the SEC, the Company’s management’s report on internal control over financial reporting is furnished with this Annual Report on Form 10-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the Company's internal control over financial reporting. The Company’s management’s report on internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the Company to provide only the Company’s management’s report on internal control over financial reporting in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were some changes in our internal control over financial reporting that occurred during our fourth fiscal quarter of 2024 that would have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. These include standardizing the process for updating standard costs, enhancing data quality control through enhanced segregation of duties in both the updating and review stages and improving the accuracy of data in an Excel spreadsheet with multiple links and formulas. These changes strengthen the accuracy and reliability of the inventory valuation process.
ITEM 9B. OTHER INFORMATION
41
None
PART III.
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth information with respect to our directors and our executive officers.
| Name | Age | Position | ||||||||||||
| Richard J. DePiano, Jr. | 58 | Chief Executive Officer, President and General Counsel and Director | ||||||||||||
| Mark G. Wallace | 55 | Chief Operating Officer and Principal Financial & Accounting Officer | ||||||||||||
| Lisa A. Napolitano | 61 | Director | ||||||||||||
| C. Todd Trusk | 57 | Director | ||||||||||||
| John P. Dogum | 58 | Director | ||||||||||||
| David J. Jacovini | 48 | Director | ||||||||||||
Set forth below are the names, positions held and business experience, including during the past five years, of our directors and executive officers as of October 13, 2024. Officers serve at the discretion of the board of directors.
Mr. DePiano, Jr. has been a Class I director since May 9, 2013, and was appointed our President and General Counsel of the Company on January 1, 2008 and our Chief Executive Officer on September 28, 2013. Previously, he was Chief Operating Officer and General Counsel. Mr. DePiano, Jr. joined us in November of 2000 as Vice President Corporate and Legal Affairs. He currently serves as a member of the board of directors, and served as President from 2008 to 2009 of the Delaware Valley Corporate Counsel Association (“DELVACCA”). Mr. DePiano, Jr. also serves as a member of the nominations committee, Chairman of the law school initiative committee and member of the pro-bono committee of DELVACCA. He also is vice chairman of the board of directors of the Montgomery County Industrial Development Authority.
Mr. Wallace was appointed our Chief Operating Officer on January 1, 2008. He was also appointed the Principal Financial and Accounting Officer on July 7, 2017. Mr. Wallace has worked with us since 1997. Previous to being appointed Chief Operating Officer he was Executive Vice President of our Escalon Digital Solutions and Trek Medical subsidiaries. He has jointly held the position of Vice President-Quality, with quality and regulatory responsibilities for all of our companies, and has also previously served as Operations Manager at Sonomed, Inc. and our Quality Manager. He had previously worked with Lunar Corp. (now GE Healthcare) and Trek Medical. He holds a B.S. in Industrial Engineering and a M.S. in Manufacturing Systems Engineering, both from the University of Wisconsin-Madison, is a senior member of the American Society of Quality, and has over 20 years experience in the medical device industry.
Ms. Napolitano has served on our board of directors since 2003. She is a Class II director. Ms. Napolitano has served as a Tax Manager at Global Tax Management, Inc., a provider of compliance support services for both federal and state taxes, since 1998. Ms. Napolitano is a Certified Public Accountant in Pennsylvania. Ms. Napolitano qualifies for our board of directors and audit committee based on her extensive experience in public accounting and through her understanding of internal controls, accounting principles, business operations and regulatory compliance. We believe that Ms. Napolotano’s financial, operational and regulatory experience qualifies her to serve as a member of our board of directors and our audit committee.
Mr. Trusk was appointed as a member of our Board in 2015 as a Class I director. He is President of BroadBase Solutions, Inc., an information technology staffing and consulting firm since 2000. Mr. Trusk was a sales executive with CB Technologies an IT consulting firm based in the Philadelphia suburbs. Before joining CB Technologies Mr. Trusk held several sales and sales management positions within the disposable medical equipment markets. B. Braun Medical from 1994 to 1997 and Calgon Vestal Labs, a subsidiary of Merck & Co.; Inc. from 1991 to 1994. We believe Mr. Trusk’s operational, executive and professional experience qualifies him to serve as a member of our Board and our Audit Committee.
Mr. Jacovini was appointed as a Class III Director in February 2018. He previously served as the Chief Financial Officer of LaFrance Corp, a global manufacturer specializing in on-product branding. Previously, he was President and Founder of
42
Innovator Management LLC, a sponsor of mutual funds and exchange traded funds, from 2011 to 2017. He served as Chief Executive Officer and portfolio manager of Academy Asset Management LLC from 2007 to 2015. Between 2007 and 2017 he held the positions of President, Treasurer, and Trustee of the Academy Funds Trust, a registered investment company. Prior to that, he worked on Wall Street as a derivatives marketer at Deutsche Bank AG and as a municipal strategist at Prudential Securities Incorporated. He holds a BA from the College of the Holy Cross and an MBA from the MIT Sloan School of Management. We believe Mr. Jacovini's operational, executive and professional experience qualifies him to serve as a member of our Board and our Audit Committee.
Mr. Dogum was appointed as a Class II director in February 2018. John P. Dogum is a partner at Martin Law where he has been working since 2003. He has concentrated his practice on litigating Pennsylvania workers’ compensation cases since 1992. Mr. Dogum has served as consultant to major insurers in addition to frequently appearing before Workers’ Compensation Judges in the Eastern region of Pennsylvania. Mr. Dogum has argued a case of first impression before the Third Circuit Court of Appeals. He has also litigated claims under the Federal Longshore and Harbor Workers’ Compensation Act. Mr. Dogum has been listed as a Pennsylvania Super Lawyer since 2009 as well as a Top 100 Philadelphia Super Lawyer in 2009. He has been listed as a Best Lawyer since 2013 by Best Lawyers in America. He holds a BS from the Susquehanna University and JD from the Widener University School of Law. We believe Mr. Dogum's operational, executive and professional experience qualifies him to serve as a member of our Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes in ownership of our common stock and other equity securities with the Securities and Exchange Commission (the "SEC"). The directors, executive officers and 10% stockholders are required to furnish us with copies of all Section 16(a) reports they file. Based on a review of the copies of such reports furnished to us and written representations from our directors and executive officers that no other reports were required, we believe that our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them for the year ended June 30, 2024.
Code of Conduct and Ethics
Our board of directors has adopted a Code of Conduct and Ethics, which applies to all of our directors, the principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, officers and employees. Our Code of Conduct and Ethics is posted in the “Corporate Governance” section of our Internet web site at www.escalonmed.com. Any amendments to, or grant of waiver with respect to, any provision of our Code of Conduct and Ethics, will be disclosed noting the nature of such amendment or waiver in the “Corporate Governance” section of our Internet web site at www.escalonmed.com or by other appropriate means as required or permitted under the applicable regulations of the SEC.
Audit Committee Members and Financial Expert
The members of the audit committee of our board of directors are Ms. Napolitano, Mr. Trusk, and David J. Jacovini. Our board of directors has determined that each audit member has the attributes, education and experience of, and therefore is, an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, and that each member of our audit committee is “independent,” as such term is defined in the applicable regulations of the Securities.
| ITEM 11. | EXECUTIVE COMPENSATION | ||||
Overview of Executive Employment Agreements and Equity-Based Awards
On February 14, 2018, the Company entered into a Debt Exchange Agreement (the “Exchange Agreement”) with Mr. DePiano Sr., the Company's former Chairman and DP Associates Inc. Profit-Sharing Plan of which Mr. DePiano Sr. is the sole owner and sole trustee (the “Holders”). Pursuant to the terms of the Exchange Agreement, effective February 15, 2018, the Holders exchanged a total of $645,000 principal amount of debt related to the accounts receivable factoring program for 2,000,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”).
Each share of Preferred Stock entitles the Holder thereof to 13 votes per share and will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. As a result of this voting power, the Holders as of June 30, 2024 beneficially own approximately 77.81% of the voting power on all actions to be taken by the Company’s stockholders.
43
Subject to the terms and conditions of Preferred Stock, the holder of any share or shares of the Preferred Stock has the right, at its option at any time, to convert each such share of Preferred Stock (except that, upon any liquidation of the Company, the right of conversion will terminate at the close of business on the business day fixed for payment of the amounts distributable on the Preferred Stock) into 2.15 shares of Common Stock (the “Conversion Ratio”). The Conversion Ratio is subject to standard provisions for adjustment in the event of a subdivision or combination of the Company’s Common Stock and upon any reorganization or reclassification of the capital stock of the Company. If the Holders were to convert their shares of Preferred Stock into Common Stock at the Conversion Ratio the Holders would receive a total of 4,300,000 shares of Common Stock, or approximately 36.70% of the then outstanding shares of Common Stock assuming such conversion.
Each outstanding share of the Preferred Stock accrues dividends calculated cumulatively at the annual rate of $.0258 per share (such amount subject to equitable adjustment in the event of any stock dividend, stock split, combination, reclassification other similar event), payable upon the earlier of (i) a liquidation, dissolution or winding up of the Company or (ii) conversion of the Preferred Stock into Common Stock. Upon either of such events, all such accrued and unpaid dividends, whether or not earned or declared, to and until the date of such event, will become immediately due and payable and will be paid in full. The dividends payable to the holders of the Preferred Stock is payable in cash or, at the election of any such holder, in a number of additional shares of Common Stock equal to the amount of the dividend expressed in dollars divided by the then applicable Conversion Ratio, described above. As of June 30, 2024 and 2023 the cumulative dividends payable is $329,003 ($0.1645 per share) and $277,331 ($0.1387 per share), respectively.
Mr. DePiano Sr. passed away on October 3, 2019 and left a will by which he appointed Richard J. DePiano, Jr., the Chief Executive Officer of the Company, as executor. Richard DePiano Jr. was elected to serve as chairman of the Company's board. Mr. DePiano, Jr. qualified as executor and has control over the listed shares in his capacity as executor of Mr. DePiano Sr.'s estate.
Compensation of Named Executive Officers
Summary Compensation Table
The following table sets forth certain summary information concerning compensation that we paid or accrued to or on behalf of each of our executive officers (the “Named Executive Officers”) during each of the fiscal years ended June 30, 2024, 2023 and 2022.
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards (1) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation (1) | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Richard J. DePiano, Jr. Chief Executive Officer, President and General Counsel | 2024 | $ | 182,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 22,000 | $ | 204,000 | |||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 182,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 22,000 | $ | 204,000 | ||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 182,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 22,000 | $ | 204,000 | ||||||||||||||||||||||||||||||||||||||||
| Mark Wallace Chief Operating Officer and Principal Financial & Accounting Officer | 2024 | $ | 149,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 12,810 | $ | 161,810 | |||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 149,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 12,810 | $ | 161,810 | ||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 149,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 12,810 | $ | 161,810 | ||||||||||||||||||||||||||||||||||||||||
(1)Includes payment of, (a) an automobile allowance and (b) insurance premiums paid for life insurance.
Grants of Plan Based Awards
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information regarding grants of equity awards held by the named executive officers as of June 30, 2024.
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| Option Awards | ||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | |||||||||||||||||||||||||||
| Exercisable | Unexercisable | |||||||||||||||||||||||||||||||
| Richard J. DePiano, Jr. | ||||||||||||||||||||||||||||||||
| 10,000 | — | — | $ | 0.79 | 5/7/2026 | |||||||||||||||||||||||||||
Compensation of Directors
The compensation committee of our board recommends director compensation to our board of directors based on factors it considers appropriate, market conditions and trends and the recommendations of management. In fiscal 2024, none of our non-employee directors received any compensation.
Accounting and Tax Considerations
On July 1, 2007, we adopted in the FASB issued authoritative guidance related to share based payments. Under this accounting standard, we are required to value stock options granted in fiscal year 2007 and in subsequent fiscal years under the fair value method and expense those amounts in the income statement over the vesting period of the stock option. We were also required to value unvested stock options granted prior to our adoption of the FASB issued authoritative guidance related to share based payments under the fair value method and amortize such expense in the income statement over the stock option’s remaining vesting period. A material portion of such amortizing expense relates to option grants made to our executive officers.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | ||||
Security Ownership of Certain Beneficial Owners and Management
The following table indicates, as of October 13, 2023 information about the beneficial ownership of our common stock by (1) each director as of October 13, 2024, (2) each Named Executive Officer, (3) all directors and executive officers as of October 13, 2024 as a group and (4) each person who we know beneficially owns more than 5% of our common stock. All such shares were owned directly with sole voting and investment power unless otherwise indicated.
Beneficial Ownership Table
| Name (1) | Amount of Beneficial Ownership of Outstanding Shares (1) | Percent of Class | Amount of Beneficial Ownership of Shares Underlying Options | Amount of Aggregate Beneficial Ownership | Aggregate Percent of Class | |||||||||||||||||||||||||||
| Richard J. DePiano, Jr. | 4,440,833 | (2) | 59.9 | % | 10,000 | 4,450,833 | (2) | 60.0 | % | |||||||||||||||||||||||
| Mark G. Wallace | — | — | % | — | — | * | ||||||||||||||||||||||||||
| Lisa A. Napolitano | — | — | % | 2,000 | 2,000 | * | ||||||||||||||||||||||||||
| C. Todd Trusk | 250 | — | % | 7,000 | 7,250 | * | ||||||||||||||||||||||||||
| John P. Dogum | — | — | % | — | — | * | ||||||||||||||||||||||||||
| David J. Jocavinni | — | — | % | — | — | * | ||||||||||||||||||||||||||
| All Directors and Executive Officers as a group (7 persons) | 4,441,083 | 59.9 | % | 19,000 | 4,460,083 | 60.1 | % | |||||||||||||||||||||||||
| (*) | Less than one percent | ||||
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(1)Information furnished by each individual named. This table includes shares that are owned jointly, in whole or in part with the person’s spouse, or individually by his or her spouse. No shares held by board members or named executive officers are pledged as collateral.
(2) Includes the shares of Mr. Depiano Sr. as Mr. DePiano, Jr. qualified as executor and has control over the listed shares in his capacity as executor of Mr. DePiano.Sr.'s estate.
Equity Compensation Plan Information
The following table sets forth information, as of June 30, 2024, with respect to compensation plans under which shares of our common stock are authorized for issuance.
| Plan Category | Number of Shares to be issued upon exercise of outstanding stock options (a) | Weighted-average exercise price of outstanding stock options (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)) (c) | |||||||||||||||||
| Equity Compensation plans approved by stockholders | 21,000 | $ | 0.79 | |||||||||||||||||
| Equity Compensation plans not approved by stockholders | — | — | — | |||||||||||||||||
| 21,000 | $ | 1.47 | — | |||||||||||||||||
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | ||||
Related Person Transactions
We recognize that related person transactions present a heightened risk of conflicts of interest and can create the appearance of a conflict of interest. Therefore, all proposed related person transactions are disclosed to our board of directors before we enter into the transaction, and, if the transaction continues for more than one year, the continuation is reviewed annually by our board of directors.
On February 14, 2018, the Company entered into a Debt Exchange Agreement (the “Exchange Agreement”) with Mr. DePiano Sr., the Company's former Chairman and DP Associates Inc. Profit-Sharing Plan of which Mr. DePiano Sr. is the sole owner and sole trustee (the “Holders”). Pursuant to the terms of the Exchange Agreement, effective February 15, 2018, the Holders exchanged a total of $645,000 principal amount of debt related to the accounts receivable factoring program for 2,000,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”).
Each share of Preferred Stock entitles the Holder thereof to 13 votes per share and will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. As a result of this voting power, the Holders as of June 30, 2024 beneficially own approximately 77.81% of the voting power on all actions to be taken by the Company’s stockholders.
Subject to the terms and conditions of Preferred Stock, the holder of any share or shares of the Preferred Stock has the right, at its option at any time, to convert each such share of Preferred Stock (except that, upon any liquidation of the Company, the right of conversion will terminate at the close of business on the business day fixed for payment of the amounts distributable on the Preferred Stock) into 2.15 shares of Common Stock (the “Conversion Ratio”). The Conversion Ratio is subject to standard provisions for adjustment in the event of a subdivision or combination of the Company’s Common Stock and upon any reorganization or reclassification of the capital stock of the Company. If the Holders were to convert their shares of Preferred Stock into Common Stock at the Conversion Ratio the Holders would receive a total of 4,300,000 shares of Common Stock, or approximately 36.70% of the then outstanding shares of Common Stock assuming such conversion.
Each outstanding share of the Preferred Stock accrues dividends calculated cumulatively at the annual rate of $.0258 per share (such amount subject to equitable adjustment in the event of any stock dividend, stock split, combination, reclassification other similar event), payable upon the earlier of (i) a liquidation, dissolution or winding up of the Company or (ii) conversion of the Preferred Stock into Common Stock. Upon either of such events, all such accrued and unpaid dividends, whether or not earned or declared, to and until the date of such event, will become immediately due and payable and will be
46
paid in full. The dividends payable to the holders of the Preferred Stock is payable in cash or, at the election of any such holder, in a number of additional shares of Common Stock equal to the amount of the dividend expressed in dollars divided by the then applicable Conversion Ratio, described above. As of June 30, 2024 and 2023 the cumulative dividends payable is $329,003 ($0.1645 per share) and $277,331 ($0.1387 per share), respectively.
Mr. DePiano Sr. passed away on October 3, 2019 and left a will by which he appointed Richard J. DePiano, Jr., the Chief Executive Officer of the Company, as executor. Richard DePiano Jr. was elected to serve as chairman of the Company's board. Mr. DePiano, Jr. qualified as executor and has control over the listed shares in his capacity as executor of Mr. DePiano Sr.'s estate.
Director Independence
Our board of directors has determined that, Lisa Napolitano, C. Todd Trusk, John P. Dogum and David J. Jocavini are
“independent,” as such term is defined in the applicable rules of the SEC.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | ||||
The following table summarizes the aggregate fees billed to Escalon Medical Corp. by Marcum for the fiscal years ended June 30, 2024 and 2023.
| For the years ended June 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Audit Fees | $ | 128,000 | $ | 129,000 | ||||||||||
| Audit-Related Fees | — | — | ||||||||||||
| Tax Fees | 45,000 | 40,000 | ||||||||||||
| All Other Fees | — | — | ||||||||||||
| Total Fees | $ | 173,000 | $ | 169,000 | ||||||||||
In the table above, pursuant to definitions under the applicable regulations of the SEC, “audit fees” are fees for professional services rendered for the audit of our annual financial statements and review of our financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit and review of our financial statements, and primarily include accounting consultations and audits in connection with potential acquisitions; “tax fees” are fees for tax compliance, tax advice and tax planning; and “all other fees” are fees for any services not included in the first three categories.
Our audit committee is responsible for pre-approving all audit services and permitted non-audit services to be performed by our principal accountant, except in those instances which do not require such pre-approval pursuant to the applicable regulations of the SEC. The audit committee has established policies and procedures for its pre-approval of audit services and permitted non-audit services and, from time to time, the audit committee reviews and revises its policies and procedures for pre-approval.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1.Documents Filed as Part of This Annual Report on Form 10-K:
a.Financial Statements
The following consolidated financial statements of the Company and its subsidiaries are included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID 688 )
Consolidated Balance Sheets as of June 30, 2024 and 2023
Consolidated Statements of Operations for the years ended June 30, 2024 and 2023
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023
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Notes to Consolidated Financial Statements
2.Financial Statement Schedules
All other schedules have been omitted because the required information is not applicable or the information is included in the Company’s Consolidated Financial Statements or the related Notes to Consolidated Financial Statements.
3.EXHIBITS
The following is a list of exhibits filed as part of this Annual Report on Form 10-K, where so indicated by footnote, exhibits that were previously filed, are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically, followed by the footnote reference to the previous filing.
| 3.1 | (a) | Restated Articles of Incorporation of the Company. | ||||||
| (b) | Agreement and Plan of Merger dated as of September 28, 2001 between Escalon Pennsylvania, Inc. and Escalon Medical Corp. (8) | |||||||
| (c) | Statement with respect to shares dated February 15, 2018. (18) | |||||||
| 3.2 | Bylaws of Registrant. (8) | |||||||
| 4.1 | Description of Securities | |||||||
| 10.1 | Employment Agreement between the Company and Richard J. DePiano dated May 12, 1998. (6)** | |||||||
| 10.2 | Company’s amended and restated 1999 Equity Incentive Plan. (13) ** | |||||||
| 10.30 | Manufacturing Supply and Distribution Agreement between Sonomed, Inc. and Ophthalmic Technologies, Inc. dated as of March 11, 2004. (15) | ||||
| 10.40 | Supplemental Executive Retirement Benefit Agreement for Richard DePiano dated June 23, 2005. (16)** | ||||
| 10.5 | 2013 Equity Incentive Plan dated December 27, 2013 incorporate by reference. | ||||
| 10.6 | Business Loan Agreement with TD Bank, N.A. dated June 29, 2018. (19) | ||||
| 10.70 | Promissory Note dated June 29, 2018 between the Company and TD Bank N.A. (19) | ||||
| 10.8 | Agreement of Deposit Account dated June 29, 2018 between the Company and TD Bank N.A. (19) | ||||
| 21 | Subsidiaries. (11) | ||||
| 23.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||
| 101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||
| 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||
| 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||
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| * | Filed herewith | ||||
| ** | Management contract of compensatory plan | ||||
| (1) | Filed as an exhibit to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 dated November 9, 1993 (Registration No. 33-69360). | ||||
| (2) | Filed as an exhibit to the Company’s Form 10-KSB for the year ended June 30, 1994. | ||||
| (3) | Filed as an exhibit to the Company’s Form 10-KSB for the year ended June 30, 1995. | ||||
| (4) | Filed as an exhibit to the Company’s Form 8-K dated February 27, 2008. | ||||
| (5) | Filed as an exhibit to the Company’s Form 10-KSB for the year ended June 30, 1999. | ||||
| (6) | Filed as an exhibit to the Company’s Form 8-K/A, dated March 31, 2000 | ||||
| (7) | Filed as an exhibit to the Company’s Registration Statement on Form s-* dated February 25, 2000 (Registration No. 333-31138). | ||||
| (8) | Filed as an exhibit to the Company’s Proxy Statement on Schedule 14A, as filed by the Company with the SEC on September 21, 2001. | ||||
| (9) | Filed as an exhibit to the Company’s Form 10-KSB for the year ended June 30, 2001. | ||||
| (10) | Filed as an exhibit to the Company’s Form 10-Q for the quarter ended March 31, 2001. | ||||
| (11) | Filed as an exhibit to the Company’s Form 10-KSB/A for the year ended June 30, 2002. | ||||
| (12) | Filed as an exhibit to the Company’s Form 10-Q for the quarter ended December 31, 2002. | ||||
| (13) | Filed as an exhibit to the Company’s Form 10-Q for the quarter ended December 31, 2003. | ||||
| (14) | Filed as an exhibit to the Company’s Registration Statement on Form S-3 dated April 8, 2004 (Registration No. 333-114332). | ||||
| (15) | Filed as an exhibit to the Company’s Form 10-Q for the quarter ended March 31, 2004. | ||||
| (16) | Filed as an exhibit to the Company’s Form 8-K, dated June 23, 2005. | ||||
| (17) | Filed as an exhibit to the Company’s Form 8-K, dated May 6, 2010. | ||||
| (18) | Filed as an exhibit to the Company's Form 8-K, dated February 15, 2018 | ||||
| (19) | Filed as exhibit to the Company's Form 8-K dated July 6, 2018 | ||||
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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) | |||||||||||
| By: | /s/ Richard J. DePiano, Jr. | ||||||||||
| Richard J. DePiano, Jr. Chief Executive Officer | |||||||||||
Dated: September 30, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
49
| By: | /s/ Richard J. DePiano, Jr. | Chairman and Chief Executive Officer (Principal Executive Officer) | September 30, 2024 | ||||||||
| Richard J. DePiano, Jr. | |||||||||||
| By: | /s/ Mark Wallace | Chief Operating Officer and Principal Financial & Accounting Officer | September 30, 2024 | ||||||||
| Mark Wallace | |||||||||||
| By: | /s/ John P. Dogum | Director | September 30, 2024 | ||||||||
| John P. Dogum | |||||||||||
| By: | /s/ Lisa Napolitano | Director | September 30, 2024 | ||||||||
| Lisa Napolitano | |||||||||||
| By: | /s/ C. Todd Trusk | Director | September 30, 2024 | ||||||||
| C. Todd Trusk | |||||||||||
| By: | /s/ David J Jacovini | Director | September 30, 2024 | ||||||||
| David J Jacovini | |||||||||||
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Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement of Escalon Medical Corp. on Form S-3 (Nos. 333-157174, 333-44513, and 333-114332) and Form S-8 (Nos. 33-54994, 33-80162, 333-31138, 333-54980, and 333-83392) of our report on September 30, 2024, which includes an explanatory paragraph as to the Company's ability to continue as a going concern, with respect to our audit of the consolidated financial statements of Escalon Medical Corp. as of June 30, 2024 and for the year ended June 30, 2024 which report is included in this Annual Report on Form 10-K of Escalon Medical Corp. for the year ended June 30, 2024.
/s/ Marcum LLP
Marcum LLP
Marlton, New Jersey
September 30, 2024
Exhibit 31.1
Certification of Principal Executive Officer
I, Richard J. DePiano, certify that:
1.I have reviewed this annual report on Form 10-K for the fiscal year ended June 30, 2024 of Escalon Medical Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Richard J. DePiano Jr. | |||||
| Richard J. DePiano Jr. | |||||
| Chief Executive Officer | |||||
Date: September 30, 2024 | |||||
Exhibit 31.2
Certification of Principal Financial Officer
I, Mark Wallace, certify that:
1.I have reviewed this annual report on Form 10-K for the fiscal year ended June 30, 2024 of Escalon Medical Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Mark Wallace | |||||
| Mark Wallace | |||||
Date: September 30, 2024 | |||||
Exhibit 32.1
Certification pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Escalon Medical Corp. (the “Company”) for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. DePiano, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 30, 2024
| /s/ Richard J. DePiano Jr. | |||||
| Richard J. DePiano Jr. | |||||
| Chief Executive Officer | |||||
Exhibit 32.2
Certification pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Escalon Medical Corp. (the “Company”) for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Wallace, Chief Operating Officer and Principal Financial & Accounting Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 30, 2024
| /s/ Mark Wallace | |||||
| Mark Wallace | |||||
| Chief Operating Officer and Principal Accounting & Financial Officer | |||||