SPECTRANETICS CORP
10-Q, 1996-11-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>
                                       
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                     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

      / / 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 0-19711

                        The Spectranetics Corporation
           (Exact name of Registrant as specified in its charter)


           DELAWARE                                      84-0997049
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                       
                             96 TALAMINE COURT
                     COLORADO SPRINGS, COLORADO 80907
                              (719) 633-8333
        (Address of principal executive offices and telephone number)


     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 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 October 31, 1996, there were 18,491,445 outstanding shares of Common
     Stock.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
                                       
                       PART I---FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

              THE SPECTRANETICS CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
            (IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

- -------------------------------------------------------------------------------

                                                     September 30,  December 31,
                                                         1996          1995
                                                     ------------   ------------
ASSETS:
CURRENT ASSETS:
  Cash and cash equivalents                            $  1,986      $  3,115
  Investment securities                                   5,125         3,932
  Trade accounts receivable                               4,415         2,860
  Inventories  (note 3)                                   1,685         1,918
  Prepaid expenses and other current assets                 649         1,017
                                                       --------      --------
       Total current assets                              13,860        12,842
                                                       --------      --------
  Property and equipment, net                             3,334         3,952
  Goodwill and other intangible assets, net               6,708         7,795
  Other assets                                              395           424
                                                       --------      --------
                                                       $ 24,297      $ 25,013
                                                       --------      --------
                                                       --------      --------
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
  Accounts payable and accrued liabilities             $  4,086      $  3,710
  Deferred revenue (note 4)                                 716           648
  Current portion of note payable                            75            71
  Current portion of capital lease obligations               91           112
                                                       --------      --------
       Total current liabilities                          4,968         4,541
                                                       --------      --------
  Lease payable and deferred rent concessions,
    net of current portion                                   31           107
  Note payable, net of current portion                      445           520
  Capital lease obligations, net of current portion          40            98
                                                       --------      --------
       Total long-term liabilities                          516           725
                                                       --------      --------
       Total liabilities                                  5,484         5,266
                                                       --------      --------
SHAREHOLDERS' EQUITY:
  Preferred stock, $.001 par value.  Authorized
    5,000,000 shares; none issued                            --            --
  Common stock, $.001 par value.  Authorized
    25,000,000 shares; issued and outstanding
    18,491,445 and 18,281,779, respectively                  18            18
  Additional paid-in capital                             83,356        83,139
  Cumulative foreign currency translation adjustment          3           118
  Accumulated deficit                                   (64,564)      (63,528)
                                                       --------      --------
       Total shareholders' equity                        18,813        19,747
                                                       --------      --------
                                                       $ 24,297      $ 25,013
                                                       --------      --------
                                                       --------      --------

                                     Page 2

<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (CONT'D)
                                       
                 THE SPECTRANETICS CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
              (IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

<TABLE>
- -------------------------------------------------------------------------------------------------

                                        Three Months Ended Sept 30,    Nine Months Ended Sept 30,
                                        ---------------------------    --------------------------
                                            1996           1995           1996           1995
                                         ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>

Revenues                                 $    5,595     $    4,331     $   15,714     $   13,042
Cost of revenues                              2,784          2,413          8,045          7,248
                                         ----------     ----------     ----------     ----------
Gross margin                                  2,811          1,918          7,669          5,794
                                         ----------     ----------     ----------     ----------

OPERATING EXPENSES:

  Marketing and sales expense                 1,516          1,239          4,503          4,083
  General and administrative expense            973            941          3,154          2,930
  Research and development expense              466            303          1,248            969
                                         ----------     ----------     ----------     ----------
       Total operating expenses               2,955          2,483          8,905          7,982
                                         ----------     ----------     ----------     ----------

LOSS FROM OPERATIONS                           (144)          (565)        (1,236)        (2,188)

OTHER INCOME (EXPENSE):

  Interest income                                84            105            238            341
  Interest expense                              (10)           (16)           (34)           (51)
  Other, net                                      1             58             (4)            63
                                         ----------     ----------     ----------     ----------
                                                 75            147            200            353
                                         ----------     ----------     ----------     ----------
NET LOSS                                 $      (69)    $     (418)    $   (1,036)    $   (1,835)
                                         ----------     ----------     ----------     ----------
                                         ----------     ----------     ----------     ----------
LOSS PER SHARE  (note 2)                 $       --     $    (0.02)    $    (0.06)    $    (0.10)
                                         ----------     ----------     ----------     ----------
                                         ----------     ----------     ----------     ----------
WEIGHTED AVERAGE COMMON SHARES           18,462,133     18,341,621     18,406,003     18,323,089
                                         ----------     ----------     ----------     ----------
                                         ----------     ----------     ----------     ----------
</TABLE>

                                     Page 3


<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (CONT'D)


               THE SPECTRANETICS CORPORATION AND SUBSIDIARIES 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              (IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)


<TABLE>
                                                                     Nine Months Ended
                                                                       September 30,
                                                                     1996          1995
                                                                     ----          ----
<S>                                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                     $(1,036)      $(1,835)
     Adjustments to reconcile net loss to net cash
          used by operating activities:
     Depreciation and amortization                                  2,072         2,235
     Net change in operating assets and liabilities                  (709)       (1,143)
                                                                 --------       -------

         Net cash provided from (used by) operating activities        327          (743)
                                                                 --------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                            (288)          (73)
     (Increase) decrease in short-term investments                 (1,193)          593
                                                                 --------       -------
         Net cash used by investing activities                     (1,481)          520
                                                                 --------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock                        217            44
     Principal payments on obligations under
         capital leases and note payable                             (150)         (187)
                                                                 --------       -------
         Net cash used by financing activities                         67          (143)
                                                                 --------       -------
Effect of exchange rate changes on cash                               (42)           25
                                                                 --------       -------
Net decrease in cash and cash equivalents                          (1,129)         (341)
Cash and cash equivalents at beginning of period                    3,115         3,672
                                                                 --------       -------
Cash and cash equivalents at end of period                        $ 1,986       $ 3,331
                                                                 --------       -------
                                                                 --------       -------
Supplemental disclosures of cash flow information --
     cash paid for interest                                           $44           $65
Supplemental disclosure of non-cash investing
     and financing activities:
     Transfers from inventory to equipment held for rental
          or loan                                                     $17           $61
                                                                 --------       -------
                                                                 --------       -------
</TABLE>


                                  Page 4

<PAGE>


ITEM 1.  FINANCIAL STATEMENTS (CONT'D)


(1)  GENERAL

     The information included in the accompanying condensed consolidated 
interim financial statements is unaudited and should be read in conjunction 
with the audited financial statements and notes thereto contained in the 
Company's latest Annual Report on Form 10-K.  In the opinion of management, 
all adjustments, consisting of normal recurring accruals, necessary for a 
fair presentation of the results of operations for the interim periods 
presented have been reflected herein.  The results of operations for interim 
periods are not necessarily indicative of the results to be expected for the 
entire year.

(2)  LOSS PER SHARE

     The loss per common share does not reflect the assumed exercise of stock 
options, since the effect of such inclusion would be antidilutive.

(3)  INVENTORIES

     Components of inventories are as follows (in thousands):

  
                                September 30, 1996         December 31, 1995 
                                ------------------         -----------------
                           
     Finished Goods                $  619                        $ 843 
     Work in Process                  587                          543 
     Raw Materials                    479                          532 

                                   ------                        ------
                                   $1,685                        $1,918 
                                   ------                        ------
                                   ------                        ------

(4)  DEFERRED REVENUE

     The Company has various product maintenance contracts.  Revenue from 
product maintenance contracts is deferred and recognized ratably over the 
contract period.  Deferred revenue related to such contracts was 
approximately $716,000 and $606,000 at September 30, 1996 and December 31, 
1995, respectively.

     Additional deferred revenue in the amount of $42,000 at December 31, 
1995 relates to a sales contract that requires the Company to buy back the 
product if the customer is not satisfied.  As of September 30, 1996, the 
buyback provision had expired and revenue of $42,000 was recorded in the 
statement of operations during the nine months ended September 30, 1996.

(5)  ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR 
STOCK-BASED COMPENSATION (SFAS 123), was issued by the Financial Accounting 
Standards Board in October 1995.  SFAS 123 establishes financial accounting 
and reporting standards for stock-based employee compensation plans as well 
as transactions in which an entity issues its equity instruments to acquire 
goods or services from non-employees.  This statement defines a fair value 
based method of accounting for employee stock options or similar equity 
instruments, and encourages all entities to adopt that method of accounting 
for all of their employee stock 



                                  Page 5

<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (CONT'D)

compensation plans.  However, it also allows an entity to continue to measure 
compensation cost for those plans using the intrinsic value-based method of 
accounting prescribed by APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO 
EMPLOYEES.  Entities electing to remain with the accounting in Opinion 25 
must make proforma disclosures of net income and, if presented, earnings per 
share, as if the fair value based method of accounting defined by SFAS 123 
had been applied.  SFAS 123 is applicable to fiscal years beginning after 
December 15, 1995.  The Company currently accounts for its equity instruments 
using the accounting prescribed by Opinion 25.  The Company does not 
currently expect to adopt the accounting prescribed by SFAS 123; however, the 
Company will include the disclosures required by SFAS 123 as required in 
future consolidated financial statements included in Form 10-K.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION
- -----------------------------------------------------------------------------

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995:

REVENUES

     Revenues for the three and nine months ended September 30, 1996 
increased $1,264,000 (29%) and $2,672,000 (20%), respectively, as compared to 
the same period last year.  The increases for the three months ended 
September 30, 1996 are due primarily to increased sales of laser systems 
followed by continued strong growth in catheter sales.  Laser system sales 
increased as a result of system placements in the Company's export markets, 
which did not occur during the three months ended September 30, 1995.  The 
increase in catheter sales is largely attributable to the successful product 
introduction of the Vitesse-Registered Trademark- E-II along with sales of 
the Spectranetics Laser Sheath (SLS-TM-) used in connection with the PLEXES 
clinical trial.  For the nine months ended September 30, 1996 as compared to 
the same period in 1995, the revenue growth was achieved principally from 
catheter sales resulting from the Company's ongoing clinical trials relating 
to SLS-TM- and the Prima-Registered Trademark- laser guidewire.  
Additionally, the introduction of the FDA market-released Vitesse-Registered 
Trademark- E-II catheter, which was released for distribution in the first 
quarter of 1996, contributed to catheter sales growth. Increased system 
placements in export markets also contributed to the revenue growth during 
the nine months ended September 30, 1996.

     Foreign currency fluctuations resulting from the strengthening of the 
U.S. dollar against the Dutch guilder caused a decrease in revenues of 
$62,000 and $248,000, respectively, during the three and nine months ended 
September 30, 1996.

GROSS MARGIN

     Gross margin percentages for the three and nine months ended September 
30, 1996 were 50% and 49%, respectively, compared to 44% and 44% for the 
three and nine months ended September 30, 1996.  The improvement in gross 
margin percentages is due to greater manufacturing efficiencies realized by 
increased unit volumes of catheters. 


                                  Page 6

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION (CONT'D)

OPERATING EXPENSES

     Total operating expenses for the three months ended September 30, 1996 
compared to the three months ended September 30, 1995 increased $472,000, or 
19%, primarily due to research and development costs associated with the 
Company's ongoing clinical trials and costs associated with additional 
headcount within the Company's sales organization. In accordance with the 
Company's efforts to broaden applications of the Company's technology, the 
Company expects research and development expenses to increase in the future, 
primarily in the area of clinical studies.

     Fluctuations in foreign currency exchange rates during the three months 
ended September 30, 1996 compared to the same period in 1995 caused a 
decrease in expenses of $34,000.

     Operating expenses for the nine months ended September 30, 1996 compared 
to the same period in 1995 increased $923,000, or 12%.  The increase is due 
to (1) increased staffing within the Company's worldwide sales organization 
and growth in commission costs associated with growth in revenues; (2) 
increased clinical study costs associated with the ongoing clinical trials 
relating to SLS-TM- and the Prima-Registered Trademark- laser guidewire; and 
(3) increased administrative expense associated with the adoption of a 
shareholder rights plan and the filing of a shelf registration statement.

     Fluctuations in foreign currency exchange rates during the nine months 
ended September 30, 1996 compared to the same period in 1995 caused a 
decrease in expenses of $125,000.

OTHER INCOME

     Other income decreased $72,000 (49%) and $153,000 (43%), respectively, 
for the three and nine months ended September 30, 1996 compared to the same 
periods in 1995.  The decrease is due to lower investment yields earned on 
investment securities combined with a decrease in the average balance of 
investment securities held during the respective periods.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 1996, the Company had cash, cash equivalents and 
investment securities of $7,111,000.  The Company increased its cash, cash 
equivalents and investment securities balance by $403,000 during the three 
months ended September 30, 1996.  Management believes that the Company's 
liquidity and capitalization will be sufficient to meet short-term operating 
needs.  Continued revenue increases over current levels will be necessary to 
sustain the Company over the longer term.


                                  Page 7


<PAGE>

                        PART II.---OTHER INFORMATION
- -------------------------------------------------------------------------------

ITEMS 1-4.  NONE

ITEM 5.     OTHER INFORMATION

            Not applicable

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)  EXHIBITS

                 None

            (b)  REPORTS ON FORM 8-K

                 None


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       THE SPECTRANETICS CORPORATION
                                                (Registrant)


November 13, 1996                       By: /s/ James P. McCluskey
                                           ------------------------------------
                                                James P. McCluskey
                                                Vice President, Finance
                                                Secretary/Treasurer and
                                                Principal Financial Officer

                                    Page 8


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SPECTRANETICS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
AND STATEMENTS OF OPERATIONS AS FOUND ON PAGES 2 AND 3 OF THE COMPANY'S FORM
10-Q FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           1,986
<SECURITIES>                                     5,125
<RECEIVABLES>                                    4,415
<ALLOWANCES>                                         0
<INVENTORY>                                      1,685
<CURRENT-ASSETS>                                13,860
<PP&E>                                           3,334   <F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  24,297
<CURRENT-LIABILITIES>                            4,968
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            18
<OTHER-SE>                                      18,795
<TOTAL-LIABILITY-AND-EQUITY>                    24,297
<SALES>                                         15,714
<TOTAL-REVENUES>                                15,714
<CGS>                                            8,045
<TOTAL-COSTS>                                    8,045
<OTHER-EXPENSES>                                 8,905
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  34
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,036)
<EPS-PRIMARY>                                    (.06)
<EPS-DILUTED>                                        0
<FN>
<F1> PP&E is shown net of accumulated depreciation
</FN>
        

</TABLE>


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