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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Escalon Medical Corp (QB) | USOTC:ESMC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.17975 | 0.17 | 0.185 | 0.00 | 13:56:16 |
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Pennsylvania
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33-0272839
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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o
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TABLE OF CONTENTS
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Page
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Item I.
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Item 2.
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Item 3.
|
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Item 4.
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Item 6.
|
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|||||||
|
September 30,
2020 |
|
June 30,
2020 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,365,954
|
|
|
$
|
825,958
|
|
Restricted cash
|
255,475
|
|
|
255,281
|
|
||
Accounts receivable, net
|
1,045,537
|
|
|
1,312,935
|
|
||
Inventories
|
1,584,961
|
|
|
1,785,030
|
|
||
Other current assets
|
178,820
|
|
|
154,193
|
|
||
Total current assets
|
4,430,747
|
|
|
4,333,397
|
|
||
Property and equipment, net
|
90,824
|
|
|
97,214
|
|
||
Right-of-use assets
|
1,041,665
|
|
|
1,107,127
|
|
||
License, net
|
117,137
|
|
|
122,050
|
|
||
Other long term assets
|
62,792
|
|
|
62,789
|
|
||
Total assets
|
$
|
5,743,165
|
|
|
$
|
5,722,577
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Line of credit
|
$
|
201,575
|
|
|
$
|
201,575
|
|
Current portion of note payable
|
3,491
|
|
|
3,401
|
|
||
Current portion of PPP loan
|
304,664
|
|
|
221,297
|
|
||
Current portion of EIDL loan
|
942
|
|
|
—
|
|
||
Accounts payable
|
919,567
|
|
|
760,621
|
|
||
Accrued expenses
|
814,062
|
|
|
681,047
|
|
||
Related party accrued interest
|
112,389
|
|
|
112,389
|
|
||
Current portion of operating lease liabilities
|
273,153
|
|
|
278,634
|
|
||
Deferred revenue
|
467,500
|
|
|
516,053
|
|
||
Liabilities of discontinued operations
|
93,654
|
|
|
89,990
|
|
||
Total current liabilities
|
3,190,997
|
|
|
2,865,007
|
|
||
Note payable, net of current portion
|
10,524
|
|
|
11,503
|
|
||
PPP loan, net of current portion
|
195,336
|
|
|
278,703
|
|
||
EIDL loan, net of current portion
|
149,058
|
|
|
150,000
|
|
||
Operating lease liabilities, net of current portion
|
837,108
|
|
|
896,533
|
|
||
Other long-term liabilities
|
44,736
|
|
|
8,872
|
|
||
Total long-term liabilities
|
1,236,762
|
|
|
1,345,611
|
|
||
Total liabilities
|
4,427,759
|
|
|
4,210,618
|
|
||
Shareholders' 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 $780,679 and $767,709)
|
645,000
|
|
|
645,000
|
|
||
Common stock, $0.001 par value; 35,000,000 shares authorized; 7,415,329 shares issued and outstanding
|
7,415
|
|
|
7,415
|
|
||
Additional paid-in capital
|
69,702,043
|
|
|
69,702,043
|
|
||
Accumulated deficit
|
(69,039,052
|
)
|
|
(68,842,499
|
)
|
||
Total shareholders’ equity
|
1,315,406
|
|
|
1,511,959
|
|
||
Total liabilities and shareholders’ equity
|
$
|
5,743,165
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|
|
$
|
5,722,577
|
|
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
||||||||
|
|
For the Three Months Ended September 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Net revenues:
|
|
|
|
|
||||
Products
|
|
$
|
2,184,256
|
|
|
$
|
2,052,779
|
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Service plans
|
|
229,538
|
|
|
235,209
|
|
||
Revenues, net
|
|
2,413,794
|
|
|
2,287,988
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
1,503,869
|
|
|
1,176,670
|
|
||
Marketing, general and administrative
|
|
892,177
|
|
|
999,427
|
|
||
Research and development
|
|
209,322
|
|
|
245,638
|
|
||
Total costs and expenses
|
|
2,605,368
|
|
|
2,421,735
|
|
||
Loss from operations
|
|
(191,574
|
)
|
|
(133,747
|
)
|
||
Other income (expense)
|
|
|
|
|
||||
Other income
|
|
—
|
|
|
758,021
|
|
||
Interest income
|
|
539
|
|
|
1,083
|
|
||
Interest expense
|
|
(5,518
|
)
|
|
(3,984
|
)
|
||
Total other income (expense), net
|
|
(4,979
|
)
|
|
755,120
|
|
||
Net (loss) income
|
|
(196,553
|
)
|
|
621,373
|
|
||
Undeclared dividends on preferred stocks
|
|
12,970
|
|
|
13,006
|
|
||
Net (loss) income applicable to common shareholders
|
|
$
|
(209,523
|
)
|
|
$
|
608,367
|
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Net (loss) income per share
|
|
|
|
|
||||
Basic (loss) income per share
|
|
$
|
(0.03
|
)
|
|
$
|
0.08
|
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Diluted (loss) income per share
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
Weighted average shares—basic
|
|
7,415,329
|
|
|
7,415,329
|
|
||
Weighted average shares—diluted
|
|
7,415,329
|
|
|
12,188,449
|
|
ESCALON MEDICAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019
(UNAUDITED)
|
|||||||||||||||||||||||||||||
|
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Shareholders’
Equity
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2020
|
|
2,000,000
|
|
|
$
|
645,000
|
|
|
7,415,329
|
|
|
$
|
7,415
|
|
|
$
|
69,702,043
|
|
|
$
|
(68,842,499
|
)
|
|
$
|
1,511,959
|
|
|||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
(196,553
|
)
|
|
(196,553
|
)
|
|||||||
Balance at September 30, 2020
|
|
2,000,000
|
|
|
$
|
645,000
|
|
|
7,415,329
|
|
|
$
|
7,415
|
|
—
|
|
$
|
69,702,043
|
|
—
|
|
$
|
(69,039,052
|
)
|
—
|
|
$
|
1,315,406
|
|
|
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated Deficit
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||
Balance at June 30, 2019
|
|
2,000,000
|
|
|
$
|
645,000
|
|
|
7,415,329
|
|
|
$
|
7,415
|
|
|
$
|
69,702,043
|
|
|
$
|
(68,192,219
|
)
|
|
$
|
2,162,239
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621,373
|
|
|
621,373
|
|
|||||||||
Balance at September 30, 2019
|
|
2,000,000
|
|
—
|
|
$
|
645,000
|
|
|
7,415,329
|
|
|
$
|
7,415
|
|
—
|
|
$
|
69,702,043
|
|
—
|
|
$
|
(67,570,846
|
)
|
—
|
|
$
|
2,783,612
|
|
ESCALON MEDICAL CORP. AND SUBSIDIARIES
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(UNAUDITED)
|
|||||||
|
For the Three Months Ended September 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(196,553
|
)
|
|
$
|
621,373
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
11,303
|
|
|
11,906
|
|
||
Non cash lease expense
|
74,310
|
|
|
82,195
|
|
||
Non cash post-retirement benefits adjustment
|
—
|
|
|
(758,021
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
267,398
|
|
|
141,000
|
|
||
Inventories
|
200,069
|
|
|
(21,820
|
)
|
||
Other current and non-current assets
|
(24,630
|
)
|
|
(4,585
|
)
|
||
Other long-term assets
|
—
|
|
|
(10,873
|
)
|
||
Accounts payable
|
158,946
|
|
|
24,851
|
|
||
Accrued expenses
|
133,015
|
|
|
33,295
|
|
||
Accrued post-retirement benefits (related party)
|
—
|
|
|
(25,473
|
)
|
||
Change in operating lease liability
|
(73,754
|
)
|
|
(82,910
|
)
|
||
Deferred revenue
|
(48,553
|
)
|
|
(333
|
)
|
||
Liabilities of discontinued operations
|
3,664
|
|
|
(3,439
|
)
|
||
Other long term liabilities
|
35,864
|
|
|
—
|
|
||
Net cash provided by operating activities
|
541,079
|
|
|
7,166
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Repayment of note payable
|
(889
|
)
|
|
(822
|
)
|
||
Net cash used in financing activities
|
(889
|
)
|
|
(822
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
540,190
|
|
|
6,344
|
|
||
Cash, cash equivalents and restricted cash, beginning of year
|
1,081,239
|
|
|
662,878
|
|
||
Cash, cash equivalents and restricted cash, end of year
|
$
|
1,621,429
|
|
|
$
|
669,222
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash consist of the following:
|
|
|
|
||||
End of period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,365,954
|
|
|
$
|
415,818
|
|
Restricted cash
|
255,475
|
|
|
253,404
|
|
||
|
$
|
1,621,429
|
|
|
$
|
669,222
|
|
Beginning of period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
825,958
|
|
|
$
|
409,743
|
|
Restricted cash
|
255,281
|
|
|
253,135
|
|
||
|
$
|
1,081,239
|
|
|
$
|
662,878
|
|
|
|
|
|
||||
Supplemental Schedule of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
2,854
|
|
|
$
|
5,827
|
|
Non Cash Finance Activities
|
|
|
|
||||
Record right-of-use assets per ASC 842, net of deferred rent reclassification
|
$
|
18,001
|
|
|
$
|
1,137,878
|
|
Record lease liability per ASC 842
|
$
|
18,001
|
|
|
$
|
1,208,466
|
|
Dispose right-of-use assets
|
$
|
9,154
|
|
|
$
|
—
|
|
Dispose lease liability
|
$
|
9,154
|
|
|
$
|
—
|
|
•
|
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 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.
|
(in thousands)
|
|
Three Months Ended September 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Beginning of Period
|
|
$
|
516
|
|
|
$
|
427
|
|
Additions
|
|
181
|
|
|
235
|
|
||
Revenue Recognized
|
|
230
|
|
|
235
|
|
||
End of Period
|
|
$
|
467
|
|
|
$
|
427
|
|
|
|
For the Three Months Ended September 30,
|
|||||||
|
|
2020
|
|
2019
|
|||||
Numerator:
|
|
|
|
|
|||||
Numerator for basic (loss) earnings per share:
|
|
|
|
|
|||||
Net (loss) income
|
|
$
|
(196,553
|
)
|
|
$
|
621,373
|
|
|
Undeclared dividends on preferred stock
|
|
12,970
|
|
|
13,006
|
|
|||
Net (loss) income applicable to common shareholders
|
|
$
|
(209,523
|
)
|
|
$
|
608,367
|
|
|
Numerator for diluted earnings per share:
|
|
|
|
|
|||||
Net (loss) income applicable to common shareholders
|
|
$
|
(209,523
|
)
|
|
$
|
608,367
|
|
|
Undeclared dividends on preferred stock
|
|
—
|
|
|
13,006
|
|
|||
Net (loss) income
|
|
$
|
(209,523
|
)
|
|
$
|
621,373
|
|
|
Denominator:
|
|
|
|
|
|||||
Denominator for basic (loss) earnings per share - weighted average shares outstanding
|
|
7,415,329
|
|
|
7,415,329
|
|
|||
Weighted average preferred stock converted to common stock
|
|
—
|
|
|
4,773,120
|
|
|||
Denominator for diluted (loss) earnings per share - weighted average and assumed conversion
|
|
7,415,329
|
|
—
|
|
12,188,449
|
|
||
Net (loss) income per share:
|
|
|
|
|
|||||
Basic net (loss) income per share
|
|
$
|
(0.03
|
)
|
|
$
|
0.08
|
|
|
Diluted net (loss) income per share
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
|
|
For the Three Months Ended September 30,
|
||||
|
|
2020
|
|
2019
|
||
Stock options
|
|
157,000
|
|
|
213,000
|
|
Convertible preferred stock
|
|
5,204,527
|
|
|
—
|
|
Total potential dilutive securities not included in income per share
|
|
5,361,527
|
|
|
213,000
|
|
|
|||
|
|
|
|
|
September 30,
|
|
June 30,
|
||||
(in thousands)
|
2020
|
|
2020
|
||||
Inventories, net:
|
|
|
|
||||
Raw Material
|
$
|
655
|
|
|
$
|
613
|
|
Work-In-Process
|
139
|
|
|
323
|
|
||
Finished Goods
|
791
|
|
|
849
|
|
||
Total
|
$
|
1,585
|
|
|
$
|
1,785
|
|
|
September 30,
|
|
June 30,
|
||||
|
2020
|
|
2020
|
||||
Assets
|
|
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
||||
Accrued lease termination costs
|
94
|
|
|
90
|
|
||
Total liabilities
|
94
|
|
|
90
|
|
||
Net liabilities of discontinued operations
|
$
|
(94
|
)
|
|
$
|
(90
|
)
|
|
|
||
Year ending June 30,
|
EIDL Loan Payment
|
||
2021(remainder of 2021)
|
$
|
234
|
|
2022
|
2,870
|
|
|
2023
|
2,980
|
|
|
2024
|
3,094
|
|
|
2025
|
3,212
|
|
|
Thereafter
|
137,610
|
|
|
Total
|
$
|
150,000
|
|
|
|
( in thousands)
|
|
For the Three Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
Domestic
|
|
$
|
1,542
|
|
|
63.9
|
%
|
|
$
|
1,467
|
|
|
64.1
|
%
|
Foreign
|
|
872
|
|
|
36.1
|
%
|
|
821
|
|
|
35.9
|
%
|
||
Total
|
|
$
|
2,414
|
|
|
100.0
|
%
|
|
$
|
2,288
|
|
|
100.0
|
%
|
|
|
|
|
Three Months Ended September 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating lease costs:
|
|
|
|
||||
Fixed
|
93,861
|
|
|
104,449
|
|
||
Total:
|
$
|
93,861
|
|
|
$
|
104,449
|
|
|
|
|
September 30,
|
|
June 30,
|
||||
Leases (operating)
|
|
Classification on the Balance Sheet
|
2020
|
|
2020
|
||||
Assets
|
|
|
|
|
|
||||
Operating lease ROU assets
|
|
Right-of-use asset
|
$
|
1,041,665
|
|
|
$
|
1,107,127
|
|
Liabilities
|
|
|
|
|
|
||||
Current
|
|
Current portion of operating lease liabilities
|
$
|
273,153
|
|
|
$
|
278,634
|
|
Non-current
|
|
Operating lease liabilities
|
$
|
837,108
|
|
|
$
|
896,533
|
|
|
|
Operating
|
||
|
|
|
||
2021 (excluding the three months ending September 30, 2020)
|
|
$
|
245,356
|
|
2022
|
|
321,029
|
|
|
2023
|
|
262,579
|
|
|
2024
|
|
267,788
|
|
|
2025
|
|
141,282
|
|
|
Thereafter
|
|
2,728
|
|
|
Total lease payments
|
|
1,240,762
|
|
|
Less interest
|
|
130,501
|
|
|
Present value of lease liabilities
|
|
$
|
1,110,261
|
|
•
|
Consolidated net revenue increased approximately $126,000 or 5.5%, to $2,414,000 during the three months ended September 30, 2020 as compared to same period of the last fiscal year. The increase in net revenue is attributed to an increase in sales of Trek products of $224,000. The increase is offset by a decrease of $14,000 in ophthalmic fundus photography system products, a decrease in revenue from service plans of $5,000, and a decrease in sales in Sonomed's ultrasound products of $79,000.
|
•
|
Consolidated cost of goods sold totaled approximately $1,504,000, or 62.3%, of total revenue or the three months ended September 30 2020, as compared to $1,177,000, or 51.4%, of total revenue for the three months of the last fiscal year. The decrease of 10.9% in cost of goods sold as a percentage of total revenue is mainly due to changes in product sales mix and geographic difference. The relative portion of ultrasound sales was about 12% less in high-margin North America and 9% more in lowest margin territories and also the sales of higher margin products decreased in the quarter ended September 30, 2020. Higher Digital customer service labor during the quarter ended September 30, 2020 also contributed to the decreased margin.
|
•
|
Consolidated marketing, general and administrative expenses decreased $107,000, or 10.7%, to $892,000 for the three months ended September 30 2020, as compared to the same period of last fiscal year. The decrease in marketing, general and administrate expenses is mainly due to decreased payroll expense for the replacement of senior positions and commission expense.
|
•
|
Consolidated research and development expenses decreased $37,000 or 15.0%, to $209,000 for the three months ended September 30 2020, as compared to the same period of last 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 payroll expense for the replacement of senior positions during the three months ended September 30, 2020.
|
|
|
For the Three Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
% of revenue
|
|
2019
|
|
% of revenue
|
||||||
Cost of Goods Sold:
|
|
|
|
|
|
|
|
|
||||||
|
|
$
|
1,504
|
|
|
62.3
|
%
|
|
$
|
1,177
|
|
|
51.4
|
%
|
Total
|
|
$
|
1,504
|
|
|
62.3
|
%
|
|
$
|
1,177
|
|
|
51.4
|
%
|
|
|
For the Three Months Ended September 30,
|
|||||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
Marketing, General and Administrative:
|
|
|
|
|
|
|
|||||
|
|
$
|
892
|
|
|
$
|
999
|
|
|
(10.7
|
)%
|
Total
|
|
$
|
892
|
|
|
$
|
999
|
|
|
(10.7
|
)%
|
|
|
For the Three Months Ended September 30,
|
|||||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
Research and Development:
|
|
|
|
|
|
|
|||||
|
|
$
|
209
|
|
|
$
|
246
|
|
|
(15.0
|
)%
|
Total
|
|
$
|
209
|
|
|
$
|
246
|
|
|
(15.0
|
)%
|
|
|
September 30,
|
|
June 30,
|
|
|
2020
|
|
2020
|
Current Ratio:
|
|
|
|
|
Current assets
|
|
$4,431
|
|
$4,333
|
Less: Current liabilities
|
|
3,191
|
|
2,865
|
Working capital
|
|
$1,240
|
|
$1,468
|
Current ratio
|
|
1.39 to 1
|
|
1.51 to 1
|
Debt to Total Capital Ratio:
|
|
|
|
|
Line of credit, note payable, lease liabilities, PPP loan and EIDL loan
|
|
$1,976
|
|
$2,042
|
Total debt
|
|
1,976
|
|
2,042
|
Total equity
|
|
1,315
|
|
1,512
|
Total capital
|
|
$3,291
|
|
$3,554
|
Total debt to total capital
|
|
60.0%
|
|
57.5%
|
|
|
|
|
|
|
|
Escalon Medical Corp.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date: November 16, 2020
|
|
By:
|
|
/s/ Richard J. DePiano, Jr.
|
|
|
|
|
Richard J. DePiano, Jr.
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date: November 16, 2020
|
|
By:
|
|
/s/ Mark Wallace
|
|
|
|
|
Mark Wallace
|
|
|
|
|
Chief Operating Officer and Principal Accounting & Financial Officer
|
1 Year Escalon Medical (QB) Chart |
1 Month Escalon Medical (QB) Chart |
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