SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-27316
Molecular Devices Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-2914362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1311 Orleans Drive
Sunnyvale, California 94089
(Address of principal executive offices, including zip code)
(408) 747-1700
(Registrant's telephone number, including area code)
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
--- ---
As of November 7, 1996, 8,963,191 shares of the Registrant's Common Stock were
outstanding.
<PAGE>
<TABLE>
MOLECULAR DEVICES CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996
INDEX
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NUMBER
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS (unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1996 and December 31, 1995..................... 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 1996 and 1995...... 3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1996 and 1995................ 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS......... 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................... 7
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ........................................... 11
ITEM 2. CHANGES IN SECURITIES ....................................... 11
ITEM 3. DEFAULTS ON SENIOR SECURITIES................................ 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 11
ITEM 5. OTHER INFORMATION............................................ 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 11
SIGNATURE.................................................................... 12
</TABLE>
-1-
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
MOLECULAR DEVICES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<CAPTION>
September 30, 1996 December 31, 1995
-------------------- -------------------
ASSETS: (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 21,832 $ 20,379
Accounts receivable, net 6,050 3,987
Inventories 2,061 1,393
Deferred tax assets 1,983 1,161
Other current assets 64 141
--------- ---------
Total current assets 31,990 27,061
Equipment and leasehold improvements, net 1,578 1,588
Other assets 267 151
--------- ---------
$ 33,835 $ 28,800
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 1,928 $ 932
Accrued liabilities 3,807 2,791
Deferred revenue 466 476
Current obligations under credit arrangements 29 76
Current Obligations under Promissory Notes 1,500 --
--------- ---------
Total current liabilities 7,730 4,275
Stockholders' equity:
Preferred stock, no par value; 3,000,000
authorized; no shares outstanding -- --
Common stock, $.001 par value; 30,000,000
shares authorized; 8,915,289 and 8,687,791
shares issued and outstanding at September 30,
1996 and December 31, 1995, respectively 9 8
Additional paid-in-capital 36,936 35,159
Accumulated deficit (10,392) (10,100)
Deferred compensation (435) (537)
Accumulated translation adjustment (13) (5)
--------- ---------
Total stockholders' equity 26,105 24,525
--------- --------
$ 33,835 $ 28,800
========= ========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
-2-
<PAGE>
<TABLE>
MOLECULAR DEVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ -----------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Product revenues $ 8,116 $ 5,731 $ 21,652 $ 16,790
Contract revenues 101 635 313 2,123
------------- ------------ ------------ ----------
Total revenues 8,217 6,366 21,965 18,913
------------- ------------ ------------- ----------
COST OF REVENUES:
Cost of product revenues 3,119 2,140 8,116 6,132
Cost of contract revenues 56 479 160 1,725
------------- ------------ ------------- ----------
Total cost of revenues 3,175 2,619 8,276 7,857
------------- ------------ ------------- ----------
Gross margin 5,042 3,747 13,689 11,056
------------- ------------ ------------- ----------
OPERATING EXPENSES:
Company-funded research and development 1,182 934 3,447 2,761
Charge for acquired in-process research and
development and acquisition related costs -- -- 4,637 --
Selling, general and administrative 2,541 2,163 7,076 6,318
------------- ------------ ------------- ----------
Total operating expenses 3,723 3,097 15,160 9,079
------------- ------------ ------------- ----------
Income (loss) from operations 1,319 650 (1,471) 1,977
Other income (expense), net 261 (9) 785 (51)
------------- ------------ ------------- ----------
Income (loss) before income taxes 1,580 641 (686) 1,926
Income tax benefit 178 241 394 723
------------- ------------ ------------- ----------
NET INCOME (LOSS) $ 1,758 $ 882 $ (292) $ 2,649
============= ============ ============= ==========
NET INCOME (LOSS) PER SHARE $ 0.18 $ 0.12 $ (0.03) $ 0.35
============= ============ ============= ==========
SHARES USED IN COMPUTING NET INCOME (LOSS) PER SHARE
9,512 7,416 8,786 7,485
============= ============ ============= ==========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
-3-
<PAGE>
<TABLE>
MOLECULAR DEVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<CAPTION>
Nine Months Ended
September 30,
------------------------------
1996 1995
-------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (292) $ 2,649
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 436 461
Loss on disposal of fixed assets 40 --
Charge for acquired in-process research and development 4,425 --
Amortization of deferred compensation 102 --
(Increase) decrease in assets:
Accounts receivable (1,814) 101
Inventories (408) 94
Deferred tax asset (822) (770)
Other current assets 77 91
Increase (decrease) in liabilities:
Accounts payable 911 (134)
Accrued liabilities 375 628
Deferred revenue (10) 95
------------- -------------
Net cash provided by operating activities 3,020 3,215
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (459) (262)
Acquisition of NovelTech Systems Inc., net of cash on hand (1,198) --
Other assets 34 20
------------- -------------
Net cash used in investing activities (1,623) (242)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on credit arrangements (47) (509)
Issuance of common stock, net 111 61
------------- -------------
Net cash provided by (used in) financing activities 64 (448)
------------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH: (8) (21)
------------- -------------
Net increase in cash and cash equivalents 1,453 2,504
Cash and cash equivalents at beginning of period 20,379 2,201
------------- -------------
Cash and cash equivalents at end of period $ 21,832 $ 4,705
============= =============
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
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<PAGE>
MOLECULAR DEVICES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of interim presentations
The accompanying unaudited condensed consolidated financial statements included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
the disclosures which are made are adequate to make the information presented
not misleading. These condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and the notes thereto
included in the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1995.
The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
periods presented. The results for the three and nine month periods ended
September 30, 1996 are not necessarily indicative of the results to be expected
for the entire fiscal year ending December 31, 1996.
Certain reclassifications have been made to the financial statements for the
three and nine month periods ended September 30, 1995, to conform with the 1996
presentation for those periods.
Net Income (Loss) Per Share
Net income per share is computed using the weighted average number of shares of
common stock and dilutive common equivalent shares from stock options (using the
treasury stock method).
Note 2. Inventories
<TABLE>
Inventories consist of (in thousands):
<CAPTION>
September 30, 1996 December 31, 1995
------------------- ------------------
<S> <C> <C>
Finished goods $ 910 $ 558
Work in process 209 368
Raw materials and subassemblies 942 467
-------------- -------------
$ 2,061 $ 1,393
============== =============
</TABLE>
Note 3. Acquisitions of NovelTech Systems, Inc.
On June 7, 1996, the Company acquired all of the outstanding stock of NovelTech
Systems, Inc. ("NovelTech") for a cash payment at closing of $1,500,000,
issuance of two promissory notes valued at $750,000 each and issuance of 146,342
shares of the Company's common stock valued at $1,482,444 as of the closing
date. The promissory notes are due and payable on the later of January 2, 1997,
or upon completion of "Technology Transfer." In the event that payment is not
made on the defined payment date, interest will commence to accrue from the
payment date on the unpaid principal balance at an annual rate of 2% above prime
rate charged by the United States major commercial banks in effect at that time.
-5-
<PAGE>
<TABLE>
The acquisition was accounted for as a purchase and the total purchase price of
$4,692,391, including $209,947 of acquisition related costs, was allocated based
on an independent appraisal as follows:
<CAPTION>
<S> <C>
Excess of liabilities over tangible assets $ (94,389)
Acquired developed technology 150,000
Acquired in-process technology and acquisition related costs 4,636,780
================
Total purchase price $ 4,692,391
================
</TABLE>
The purchase price allocation has resulted in a $4,636,780 charge to acquired
in-process technology and acquisition related costs in the second quarter of
1996. This charge is not deductible for federal or state tax purposes. The
acquired in-process technology represents the appraised value of technology in
the development stage that had not yet reached technological feasibility and
does not have alternative future uses. In reaching this determination the
company considered, among other factors, the stage of development of each
product, the time and resources needed to complete each product, and expected
income and associated risks. The results of NovelTech are consolidated from June
8, 1996.
Pro forma consolidated results for the Company as if the acquisition had been
consummated January 1, 1996, are as follows (in thousands except per share
amounts):
Nine Months Ended
September 30, 1996
-----------------------
Revenue $ 22,718
Net Income $ 4,207
Net Income Per Share $ 0.44
The pro forma information does not purport to be indicative of the results that
actually would have accrued had the acquisition been consummated January 1, 1996
or of results which may occur in the future. In accordance with SEC Regulation
S-X, Rule 11-02(b) (5), nonrecurring charges, such as the charge for acquired
in-process technology and acquisition related costs resulting from the
acquisition, are not reflected in the pro forma financial summary.
Note 4. Income Taxes
Income tax benefits of $178,000, $241,000, $394,000 and $723,000 were recorded
for the three and nine month periods ended September 30, 1996, and September 30,
1995, respectively. The benefit provisions result primarily from the reduction
of the valuation allowance on net deferred tax assets due to anticipated pretax
income for 1997 and 1996, respectively. Based upon the results of operations
over the last several years, the Company believes that it is more likely than
not it will be able to utilize these benefits.
-6-
<PAGE>
MOLECULAR DEVICES CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this section as well as those identified in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, as
filed with the Securities and Exchange Commission on March 27, 1996.
The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in Part I
- - Item 1 of this Quarterly Report and the audited consolidated financial
statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
1995 contained in the Company's 1995 Annual Report to Stockholders. The results
for the three and nine month periods ended September 30, 1996 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 1996.
Overview
On June 7, 1996, the Company acquired all of the outstanding stock of NovelTech
Systems, Inc. ("NovelTech"). The purchase price of approximately $4.7 million
consisted of a cash payment at closing of $1.5 million, issuance of two
promissory notes valued at $750,000 each, issuance of 146,342 shares of the
Company's common stock valued at approximately $1.48 million, and acquisition
related costs of $210,000.
The second quarter of 1996 included a $4.6 million one-time charge for acquired
in-process technology related to the acquisition of NovelTech. See "Charge for
Acquired In-Process Research and Development" below.
RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996.
PRODUCT REVENUES. Product revenues for the third quarter of 1996 increased 42%
to approximately $8.1 million from approximately $5.7 million in the third
quarter of 1995. The MAXline and Cell Analysis product families showed increased
levels of revenue. MAXline product revenues increased primarily due to greater
sales of SPECTRAmax products worldwide. Cell Analysis product revenues increased
due to the introduction of new products and increased international instrument
shipments. Threshold product family revenues decreased primarily due to lower
shipments to the U.S. Army and decreased revenues from the sale of Threshold
products worldwide.
Product revenues for the first nine months of 1996 increased 29% to
approximately $21.7 million from approximately $16.8 million in the same period
of 1995. The MAXline and Cell Analysis product families showed increased levels
of revenue. MAXline product revenues increased primarily due to sales of
SPECTRAmax products worldwide and increased penetration of all MAXline products
into the international distribution channels. Cell Analysis product revenues
increased due to the introduction of new products and increased international
instrument shipments. Threshold product family revenues decreased primarily due
to lower shipments to the U.S. Army and decreased revenues from the sale of
threshold worldwide.
CONTRACT REVENUES. Contract revenues for the third quarter of 1996 decreased 84%
to approximately $101,000 from approximately $635,000 in the third quarter of
1995. Contract revenues for the first nine months of 1996 decreased 85% to
approximately $313,000 from approximately $2.1 million in the same period of
1995. The reduction in the contract revenue for both periods is due primarily to
the substantial completion of the Company's ARPA contract in late 1995.
GROSS MARGIN ON PRODUCT REVENUE. The gross margin on product revenues decreased
to 61.6% in the third quarter of 1996 from 62.7% in the third quarter of 1995
due primarily to the introduction of new lower margin Cell Analysis products. In
addition, the margin was negatively impacted by decreased threshold product
shipments which were largely offset by increased volume sales of existing higher
margin Cell Analysis products.
The gross margin on product revenues declined to 62.5% in the first nine months
of 1996 from 63.5% in the same period of 1995 due to the introduction of new
lower margin Cell Analysis products and decreased Threshold product shipments.
These decreases were partially offset by margin growth resulting from increased
volume sales of existing higher margin Cell Analysis products.
-7-
<PAGE>
COST OF CONTRACT REVENUES. The cost of contract revenues for the third quarter
of 1996 decreased 88% to approximately $56,000 from approximately $479,000 for
the third quarter of 1995. The cost of contract revenues for the first nine
months of 1996 decreased 91% to approximately $160,000 from approximately $1.7
million in the same period of 1995. The reduction in cost of contract revenues
for both periods is in line with the corresponding reduction in contract
revenues.
COMPANY-FUNDED RESEARCH AND DEVELOPMENT. Company-funded research and development
expenses for the third quarter of 1996 increased 27% to approximately $1.2
million (14.6% of total product revenues) from approximately $934,000 (16.3% of
total product revenues) for the third quarter of 1995. Company-funded research
and development expenses for the first nine months of 1996 increased 25% to
approximately $3.4 million (15.9% of total product revenues) from approximately
$2.8 million (16.4% of total product revenues) for the same period of 1995. The
increased spending for both periods was due to the continued buildup of research
and development projects focused on commercial products independent of
government-funded research projects.
CHARGE FOR ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT. The Company recorded a
charge of approximately $4.6 million during the second quarter of 1996 due to
the write-off of acquired in-process research and development and acquisition
related costs related to the Company's acquisition of NovelTech Systems, Inc. on
June 7, 1996. The acquired in-process technology represents the appraised value
of technology in the development stage that had not yet reached economic and
technological feasibility and does not have alternative future uses. The Company
determined this amount to be in-process research and development and recorded
the charge based on, among other factors, the stage of development of each
product acquired, the time and resources needed to complete product development,
expected income and associated risks. A total of $150,000 of the purchase price
was capitalized as completed research and development and is being amortized
over two years, the estimated useful life of the acquired technology. See Note 3
of "Notes to Condensed Consolidated Financial Statements" included in Part
I-Item 1.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the third quarter of 1996 increased 17% to approximately $2.5
million (31.3% of total product revenues) from approximately $2.2 million (37.7%
of total product revenues) for the third quarter of 1995. Selling, general and
administrative expenses for the first nine months of 1996 increased 12% to
approximately $7.1 million (32.7% of total product revenues) from $6.3 million
(37.6% of total product revenues) for the same period of 1995. The increased
spending for both periods is primarily the result of additional spending on
marketing and sales related activities as the Company continued to expand market
coverage.
OTHER INCOME (EXPENSE), NET. Net other income for the third quarter of 1996 was
approximately $261,000 as compared to net other expenses of $9,000 for the third
quarter of 1995. Net other income for the first nine months of 1996 was
approximately $785,000 as compared to net other expense of approximately $51,000
for the same period of 1995. The increased other income for both periods relates
primarily to interest income earned on the proceeds of the Company's initial
public offering completed in December 1995. In addition, interest expense
decreased as the proceeds of the offering were used to repay certain
interest-bearing debt instruments in December 1995.
PROVISION FOR TAXES. Income tax benefits of $178,000, $241,000, $394,000 and
$723,000 were recorded for the three and nine month periods ended September 30,
1996, and September 30, 1995, respectively, relating primarily to a reduced
valuation allowance on the Company's net deferred tax assets. The income tax
benefits have the effect of increasing earnings for both periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $21.8 million at September 30,
1996. The Company generated $3.0 million and $64,000 from operating and
financing activities, respectively, in the first nine months of fiscal 1996
which were offset by $1.6 million used in investing activities related primarily
the acquisition of NovelTech and approximately $459,000 of capital spending.
-8-
<PAGE>
The Company believes that its existing capital resources and cash expected to be
generated from future operations will be sufficient to fund its operations and
anticipated capital expenditures through at least 1997. However, the Company's
future liquidity and capital requirements will depend upon numerous factors,
including the resources the Company devotes to developing, manufacturing and
marketing its products, the extent to which the Company's products generate
market acceptance and demand, potential acquisition opportunities that may arise
and other factors. As such, there can be no assurances that the Company will not
require additional financing within this time frame and, therefore, the Company
may in the future seek to raise additional funds through bank facilities, debt
or equity offerings or other sources of capital. Additional funding may not be
available when needed or on terms acceptable to the Company, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's business, financial condition and results of operations are
subject to various risk factors, including those described below and elsewhere
in this report.
o UNCERTAINTY OF FUTURE OPERATING RESULTS. Future operating results
will depend on many factors, including demand for the Company's
products, the levels and timing of government and private sector
funding of life sciences research activities, the timing of the
introduction of new products by the Company or by competing
companies, the integration of acquired products and technology into
manufacturing and distribution processes, the Company's ability to
control costs and its ability to attract and retain highly qualified
personnel. Furthermore, the Company's gross margins can be
significantly affected by many factors, including shifts in product
mix, the mix of direct sales as compared with sales through
distributors, competitive price pressures or quarterly fluctuations
in sales levels relative to fixed costs.
o FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; LACK OF BACKLOG. The
Company manufactures its products to forecast rather than to
outstanding orders, and products are typically shipped within 30 to
90 days of purchase order receipt. As a result, the Company does not
believe the amount of backlog at any particular date is indicative of
its future level of sales. The Company's manufacturing procedures may
in certain instances create a risk of excess or inadequate inventory
levels if orders do not match forecasts. The Company's expense levels
are based, in part, on expected future sales. If sales levels in a
particular quarter do not meet expectations, the Company may not be
able to adjust operating expenses sufficiently quickly to compensate
for the shortfall, and the Company's results of operations may be
materially adversely affected. Many of the Company's products are
subject to long customer procurement processes. Accordingly, the
timing of capital equipment purchases by customers is expected to be
uneven and difficult to predict. In addition, a significant portion
of the Company's revenues is typically derived from sales of a small
number of relatively high-priced systems, and sales of such products
may increase as a percentage of revenue in the future. Delays in
receipt of anticipated orders of such products could lead to
substantial variability from quarter to quarter. In addition, the
Company has historically made a significant portion of each quarter's
product shipments near the end of the quarter. If that pattern
continues, even short delays in the shipment of products at the end
of a quarter could have a material adverse effect on results of
operations for that quarter. The Company typically experiences a
decrease in the level of sales in the first calendar quarter as
compared to the fourth quarter of the preceding year because of
budgetary and capital equipment purchasing patterns in the life
sciences industry. In 1995, the Company also experienced a decrease
in product revenues in the third quarter compared to the second
quarter, related to seasonality primarily associated with lower
European and academic sales during the summer months. The Company's
product revenues increased in the third quarter of 1996 compared to
the second quarter of 1996 primarily due to the introduction of new
Cell Analysis products. The Company, however, expects the third
quarter seasonality trend to continue in future years as the Company
increases its efforts to penetrate international markets. Operating
results in any period should not be considered indicative of the
results to be expected for any future period.
o DEPENDENCY ON NEW PRODUCTS; RAPID TECHNOLOGICAL CHANGE. The life
sciences instrumentation market is characterized by rapid
technological change and frequent new product introductions. The
Company's future success will depend on its ability to enhance its
current products and to develop and introduce, on a timely basis, new
products that address the evolving needs of its customers.
-9-
<PAGE>
o OTHER FACTORS. The Company's business is affected by other factors,
including: (i) the possibility that the introduction or announcement
of new products would render existing products obsolete or result in
a delay or decrease in purchase orders for existing products; (ii)
the extent to which and the timing in which the Company's products
achieve market acceptance; (iii) the capital spending policies of the
Company's customers (which depend on various factors, including the
resources available to such customers, the spending priorities among
various types of research equipment and the policies regarding
capital expenditures during recessionary periods), including those
policies of universities, government research laboratories and other
institutions whose funding is dependent on grants from government
agencies; (iv) competition; (v) the Company's ability to obtain and
maintain patent and other intellectual property protection for its
products and technology; (vi) the Company's ability to obtain in a
timely manner certain components used in its products which are
currently obtained from single sources; (vii) compliance with
governmental regulations, including those promulgated by the United
States Food and Drug Administration and similar state and foreign
agencies; and (viii) the extent of the Company's sales outside the
Untied States, which involve certain specific risks, including risks
related to currency fluctuations, imposition of government controls,
export license requirements, restrictions on export of critical
technology, political and economic instability or conflicts, trade
restrictions, changes in tariffs and taxes, difficulties in staffing
and managing international operations and international distributor
relationships and general economic conditions.
-10-
<PAGE>
MOLECULAR DEVICES CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently a party to any material legal proceedings.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
A Report on Form 8-K dated June 7, 1996 was filed on June 21,
1996. An amended Report on Form 8-K dated June 7, 1996, was
filed on August 13, 1996.
-11-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOLECULAR DEVICES CORPORATION
By: Andrew Galligan
---------------------------------------------------
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 13, 1996
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Condensed Consolidated Balance Sheet as of September 30, 1996
and the Consolidated Statements of Operations for the nine months
ended September 30, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 21,832
<SECURITIES> 0
<RECEIVABLES> 6,246
<ALLOWANCES> 196
<INVENTORY> 2,061
<CURRENT-ASSETS> 31,990
<PP&E> 5,571
<DEPRECIATION> 3,993
<TOTAL-ASSETS> 33,835
<CURRENT-LIABILITIES> 7,730
<BONDS> 0
<COMMON> 9
0
0
<OTHER-SE> 26,096
<TOTAL-LIABILITY-AND-EQUITY> 33,835
<SALES> 21,652
<TOTAL-REVENUES> 21,965
<CGS> 8,116
<TOTAL-COSTS> 8,276
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 35
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> (686)
<INCOME-TAX> 394
<INCOME-CONTINUING> (292)
<DISCONTINUED> 0
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</TABLE>
