LUXTEC CORP /MA/
10-Q, 1997-09-12
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
Previous: BIO REFERENCE LABORATORIES INC, 10-Q, 1997-09-12
Next: APPLIED RESEARCH CORP, 10KSB, 1997-09-12







                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 1997

                                       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:  0-14961B

                               LUXTEC CORPORATION
             (Exact name of registrant as specified in its charter)

              Massachusetts                         04-2741310
   (State  or  other jurisdiction of              (I.R.S.Employer 
    incorporation or organization)               Identification No.)

             326 Clark Street, Worcester, Massachusetts 01606
              (Address of principal executive offices) (Zip code)

             (Registrant's telephone number, including area code)
                                    (508) 856-9454


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  _____

Indicate the number of shares  outstanding  for each of the issuer's  classes of
Common Stock, as of the latest practicable date.

The number of shares  outstanding of registrant's  common stock,  par value $.01
per share, at July 31, 1997, was 2,855,603.



<PAGE>



                               LUXTEC CORPORATION


                                TABLE OF CONTENTS

                                                                       Page No.

Part I.           FINANCIAL INFORMATION

Item 1.   Financial Statements

         Consolidated Condensed Balance Sheets -
            July 31, 1997 and October 31, 1996                              3

         Consolidated Condensed Statements of Operations -
            Nine and three months ended July 31, 1997 and July 31, 1996     4

         Consolidated Condensed Statements of Cash Flows -
              Nine months ended July 31, 1997 and July 31, 1996             5

         Notes to Consolidated Condensed Financial Statements               6

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         8 

Part II.          OTHER INFORMATION

Item 1.  Legal Proceedings                                                  10

Item 5.  Other Information                                                  10

Item 6.  Exhibits and Reports on Form 8-K                                   12

Signatures                                                                  13



<PAGE>
<TABLE>
<CAPTION>



                                                    LUXTEC CORPORATION
                                                CONSOLIDATED CONDENSED BALANCE SHEETS

                                                            July 31, 1997            October 31, 1996
                                                              Unaudited
                                          ASSETS

CURRENT ASSETS:
<S>                                                     <C>                        <C>              
   Cash and cash equivalents                            $              -           $         172,356
   Accounts receivable, less reserves of $80,000
           in 1997 and $69,000 in 1996                            1,862,671                1,741,669
   Inventories                                                    2,478,514                2,173,015
   Prepaid expenses                                                 153,996                  210,564
- -----------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                              4,495,181                4,297,604
- -----------------------------------------------------------------------------------------------------

PROPERTY & EQUIPMENT AT COST                                      2,452,095                2,365,740
ACCUMULATED DEPRECIATION                                        (1,817,072)              (1,617,861)
- -----------------------------------------------------------------------------------------------------
PROPERTY & EQUIPMENT - NET                                          635,023                  747,879
- -----------------------------------------------------------------------------------------------------

OTHER ASSETS                                                        259,320                  249,375
- -----------------------------------------------------------------------------------------------------
TOTAL ASSETS                                            $         5,389,524        $       5,294,858
=====================================================================================================

                            LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Revolving line of credit                                       2,077,967                2,146,223
                                                       $                          $
   Current portion of equipment facility loan                        49,000                   39,612
   Accounts payable                                                 771,938                  726,201
   Accrued expenses                                                 308,040                  451,068
- -----------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                         3,206,945                3,363,104
                                                       $                          $
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------
Note Payable to Stockholder                                            -                   1,000,000
                                                       $                          $
Equipment Loan, net of current portion                              162,853                  118,843
Term Loan                                                           500,000                      -
- -----------------------------------------------------------------------------------------------------
TOTAL LONG TERM LIABILITIES                             $        662,853           $       1,118,843
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------
SERIES A REDEEMABLE PREFERRED STOCK, $1.00 par value; Authorized 500,000 shares;
Issued and outstanding - 0 shares in 1996 and 10,000 shares in 1997
                                                       $          1,103,071                      -
                                                                                  $
- -----------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
   Common stock - $.01 par value -
      Authorized - 10,000,000 shares
      Issued and outstanding 2,841,539 shares in
                    1996 and 2,855,603 shares in 1997                28,497                   28,415
   Additional paid-in capital                                     8,350,390                8,323,216
   Accumulated deficit                                          (7,962,232)              (7,538,720)
- -----------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                          416,655                  812,911
- -----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                       $          5,389,524       $        5,294,858
=====================================================================================================
See Notes to Consolidated Condensed Financial Statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                               LUXTEC CORPORATION
                                            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                          Unaudited

                                                     THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                      July 31,         July 31,         July 31,         July 31,
                                                        1997             1996             1997             1996
- ---------------------------------------------------------------------------------------------------------------------

<S>                                               <C>             <C>               <C>             <C>             
NET REVENUES                                      $    2,787,978  $      2,432,179  $    7,669,015  $      6,653,494
COST OF GOODS SOLD                                     1,630,820         1,379,072       4,470,444         3,632,840
- ---------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                           1,157,158         1,053,107       3,198,571         3,020,654
- ---------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Selling and marketing                                 609,436           564,846       1,855,153         1,526,704
   Research & development                                158,521           126,192         389,973           328,733
   General & administrative                              410,886           461,589       1,162,096         1,245,348
- ---------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                               1,178,843         1,152,627       3,407,222         3,100,785
- ---------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                    (21,685)          (99,520)       (208,650)          (80,131)

OTHER EXPENSES, NET                                     (68,115)          (57,854)       (154,893)         (149,290)
- ---------------------------------------------------------------------------------------------------------------------
LOSS BEFORE INCOME TAXES                                (89,800)         (157,374)       (363,542)         (229,421)
PROVISION FOR INCOME TAXES                                     0                 0               0                 0
- ---------------------------------------------------------------------------------------------------------------------
NET LOSS                                          $     (89,800)  $      (157,374)  $    (363,542)  $      (229,421)
=====================================================================================================================
NET LOSS PER COMMON
     AND COMMON EQUIVALENT SHARE                  $       (0.03)  $         (0.06)  $       (0.13)  $         (0.08)
=====================================================================================================================

AVERAGE COMMON AND COMMON
     EQUIVALENT SHARES OUTSTANDING                     2,855,603         2,776,981       2,850,521         2,773,927
=====================================================================================================================

See Notes to Consolidated Condensed Financial Statements.










</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                              LUXTEC CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     Unaudited
                                                                                       NINE MONTHS ENDED
                                                                                        July 31,       July 31,
                                                                                          1997           1996
- --------------------------------------------------------------------------------------------------------------------

<S>                                                                                 <C>             <C>          
NET LOSS                                                                            $     (363,542) $   (229,421)

ADJUSTMENTS TO RECONCILE NET  LOSS TO NET
     CASH USED IN OPERATING ACTIVITIES:

Depreciation and amortization                                                               217,072       160,915
Provision for uncollectible accounts receivable                                              10,347         3,651
Preferred stock dividend                                                                    103,071              -
Changes in current assets and liabilities:
     Accounts receivable                                                                  (131,349)     (121,812)
     Inventories                                                                          (305,499)     (755,578)
     Prepaid expenses and other current assets                                               38,707      (41,850)
     Accounts payable                                                                        45,737     (636,321)
     Accrued expenses                                                                     (206,962)     (243,109)
- --------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                                     (228,876)   (1,863,525)
- --------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                    (86,355)     (280,123)
     Change in other assets                                                                 (9,945)      (21,310)
- --------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                                      (96,300)     (301,433)
- --------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net payments on revolving line of credit                                              (68,256)      (16,786)
     Net borrowings on term loan                                                            500,000             0
     Net borrowings on equipment loan                                                        53,398       159,448
     Net borrowings on note payable to stockholder                                               -      1,000,000
     Private Placement Proceeds                                                                  -        994,665
     Employee stock purchase plan                                                            31,220        14,455
     Proceeds from exercise of stock options                                                     -          2,445
- --------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   516,362     2,154,227
- --------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 (172,356)      (10,731)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              172,356        11,721

CASH AND CASH EQUIVALENTS, END OF PERIOD                                            $            -  $         990
====================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       CASH PAID FOR INTEREST                                                        $      158,386    $  156,506
                                                                                            
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
       CONVERSION OF NOTE PAYABLE TO STOCKHOLDER TO PREFERRED STOCK                  $     1,000,000          -
See Notes to Consolidated Condensed Financial Statements.
</TABLE>

<PAGE>

                               LUXTEC CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1)  Basis of Presentation of Consolidated Financial Statements
       The accompanying  consolidated  condensed financial  statements have been
prepared in conformity with generally accepted accounting principles for interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  In the opinion of management,  all adjustments necessary
for a fair  presentation  have been made which  comprise  only normal  recurring
adjustments.  Operating results for the nine months ended July 31, 1997, are not
necessarily indicative of the results that may be expected for the entire year.

2)  Inventories
      Inventories are stated at the lower of cost or market.  Cost is determined
using the first in, first out (FIFO)  method and includes  materials,  labor and
manufacturing overhead. Inventories are as follows:

                                 July 31, 1997                October 31, 1996
         ----------------------------------------------------------------------

         Raw material            $ 1,620,004                     $ 1,237,123
         Work in process             409,580                         220,255
         Finished goods              448,930                         715,637
         ----------------------------------------------------------------------
         Total                   $ 2,478,514                      $ 2,173,015
         ----------------------------------------------------------------------


3)  Revolving Line of Credit
      The Company has a $2,250,000  revolving  line of credit  agreement  with a
bank.  Borrowings bear interest at the bank's prime rate (8.5% at July 31, 1997)
plus .5%.  Unused  portions of the  revolving  line of credit accrue a fee at an
annual rate of .50%.  Borrowings are secured by substantially  all assets of the
Company. The agreement contains covenants,  including the maintenance of certain
financial ratios, as defined. The line of credit expires on March 31, 1999.

      The  Company  has a $500,000  equipment  facility  agreement  with a bank.
Borrowings  are based on the  purchase  price of new  equipment  and  conditions
determined  by the bank.  Borrowings  bear interest at the bank's base rate plus
 .75%.  Borrowings under this facility are secured by substantially all assets of
the Company.  The equipment  facility agreement allows the Company to draw funds
for the purchase of fixed assets until October 23, 1997. The equipment  facility
expires on October 24, 2000.

      Effective  April 3, 1997,  the Company  entered into a $500,000  term loan
agreement with a bank.  Borrowings  bear interest at the bank's prime rate (8.5%
at July 31, 1997) plus 1.00%. Borrowings are secured by substantially all assets
of the Company.  Principal repayment is to be repaid from "Excess Cash Flow," as
defined,  but no later than April 3, 2002.  The  agreement  contains  covenants,
including  the  maintenance  of certain  financial  ratios,  as  defined.  As an
inducement  to grant the loan  under the  stated  terms,  the  Company  issued a
warrant that entitles the holder to purchase 44,000 shares of common stock at an
exercise price of $3.00 per share  (approximate fair market value at the date of
grant), adjusted for certain dilutive events, as defined.




<PAGE>


               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

4)  Note Payable and Preferred Stock

      On December 18, 1995,  the Company issued Senior  Subordinated  Notes (the
Notes) to an investor for $1,000,000 in cash.  Interest  accrued on the Notes at
the rate of 8% per annum and was payable  annually in arrears.  Principal on the
Notes was due January 1, 2001. In  connection  with the  financing,  the Company
issued a detachable  stock  warrant to the  investor.  The warrant  entitles the
holder to purchase  450,000 shares of common stock at an exercise price of $3.00
per  share  (fair  market  value at the date of  grant),  adjusted  for  certain
dilutive events, as defined.

On November 14, 1996, the Company  exchanged the Senior  Subordinated  Notes for
ten  thousand  (10,000)  shares of the  Company's  nonvoting  Series A preferred
stock,  $1.00 par value per share (the Series A Preferred  Stock).  The Series A
Preferred Stock has the following rights and preferences:

         Dividends
The  holders of the Series A Preferred  Stock shall be entitled to receive  cash
dividends of $8.00 per share per annum,  payable when, as and if declared by the
Board of  Directors  of the  Company.  Such  dividends on the Series A Preferred
Stock shall accrue and be cumulative from the date of issuance.

         Liquidation Preference
Upon any liquidation, dissolution or winding up of the Company, after payment or
provision for payment of all debts and other  obligations and liabilities of the
Company, the holders of the shares of preferred stock shall be entitled,  before
any  distribution or payment is made upon any common stock, to be paid an amount
equal to the  redemption  price  ($100 per  share)  plus an amount  equal to all
accrued dividends,  and the holders of the preferred stock shall not be entitled
to any further payment.

         Redemption
The Company may, at the option of the Company's Board of Directors,  redeem part
or all of the outstanding  shares of the Series A Preferred Stock at any time or
times at a  redemption  price of $100 per  share,  plus an  amount  equal to all
accrued dividends.

On January 1, 2001,  the  Company  shall  redeem all  outstanding  shares of the
Series A Preferred Stock at a redemption price of $100 per share, plus an amount
equal to all accrued dividends.

5)    Financial Accounting Standard No. 128

     During the first quarter of 1997, the Financial  Accounting Standards Board
adopted Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per
Share,  which  supersedes  APB Opinion No. 15. The Company  does not believe the
adoption  of this  accounting  standard  will have any  impact  on the  Company"
financial position or results of operations.



<PAGE>


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


      This  report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act of  1934.  Actual  results  could  differ  materially  from  those
projected in the forward-looking  statements as a result of the risk factors set
forth below.  The  industry in which the Company  competes is  characterized  by
rapid changes in technology and frequent new product introductions.  The Company
believes that its long-term growth depends largely on its ability to continue to
enhance  existing  products and to introduce new products and features that meet
the continually  changing  requirements of its customers.  While the Company has
invested  heavily in new products and processes,  there can be no assurance that
it can continue to introduce new products and features on a timely basis or that
certain of its products and  processes  will not be rendered  noncompetitive  or
obsolete by its competitors.

RESULTS OF OPERATIONS

Net revenues for the three months ended July 31, 1997 were  $2,787,978  or 14.6%
greater than the $2,432,179 reported for the same period in fiscal 1996. For the
nine months ended July 31, 1997 net revenues  increased 15.3% to $7,669,015 from
$6,653,494  reported  for the same  period  last  year.  The year to date  sales
increase of 15.3% was  primarily  the result of higher sales for Luxtec  branded
products resulting from the Company's new product introduction schedule over the
past  two   years.   The   Company   has  also   seen   gains  in  the  sale  of
micro-laparascopic products from its Fiber Imaging Technologies subsidiary. This
portion of the Company's  business may become a significant  contributor  to the
company's  business  lines as its very small diameter  specialty  endoscopes are
being well received in the marketplace.  The CardioDyne new product introduction
into the stress test market is now underway  with  demonstrations  of the motion
tolerant  blood  pressure  monitor  taking place at a pace  consistent  with the
Company's  plans.  The revenues  from the  CardioDyne  product line have not yet
reached  expectations  as the capital  budget  cycle for  purchase  approval has
become a gating item. The Company  continues to have very high  expectations for
the product line as it is being well received by the stress test community.

      Cost of sales for the three months ended July 31, 1997 were  $1,630,820 or
58.5% of net revenues,  compared with $1,379,072 or 56.7% for the same period in
fiscal 1996.  For the nine month  period ended July 31, 1997,  cost of sales was
$4,470,744 or 58.3% of net revenues  compared  with  $3,632,840 or 54.6% for the
same period in fiscal  1996. A reduction  in  royalties  received,  which do not
carry any  related  cost of sales,  was the  primary  cause of the  higher  cost
percentage in 1997.

      Gross profit was $1,157,158 or 41.5% of net revenues for the quarter ended
July 31,  1997  compared  to  $1,053,107  or 43.3% for the same period in fiscal
1996.  For the nine month period ended July 31, 1997 gross profit was $3,198,571
or 41.7%  compared with  $3,020,654 or 45.4% for the same period in fiscal 1996.
The reduced  margin  percentage  was almost  entirely  due to the  reduction  in
royalty payments from the high levels of Fiscal 1996.

      Selling and  marketing  expenses  were $609,436 for the three months ended
July 31,  1997  compared  to $564,846  for the same  period in fiscal  1996,  an
increase of 7.9%.  For the nine month  period  ended July 31,  1997  selling and
marketing expenses were $1,855,153  compared with $1,526,704 for the same period
in fiscal  1996,  an  increase  of 21.5%.  Marketing  activities  related to the
introduction  of the CardioDyne  motion  tolerant  blood  pressure  monitor were
intensified during the first nine months of fiscal 1997. The Company has noted a
positive reception to date by potential customers. Clinical studies and numerous
demonstrations have been and are continuing to be conducted,  with substantially
positive  results.  The Company  expects to generate  revenues from sales of the
NBP2000  model by the end of fiscal  1997.  The level of selling  and  marketing
activities  associated with the CardioDyne product  introduction are expected to
continue to increase throughout fiscal 1997 and into fiscal 1998.


<PAGE>


                               LUXTEC CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

ITEM 2.  (Continued)

      Research and development  expenditures  were $158,521 for the three months
ended July 31, 1997  compared to $126,192 for the same period in fiscal 1996, an
increase of 25.6%.  For the nine month period  ended July 31, 1997  research and
development  expenditures  were  $389,973  compared  with  $328,733 for the same
period in fiscal 1996, an increase of 18.6%.  The increases  primarily  resulted
from  continuing work on future  generations of the CardioDyne  product line and
the completion of development of a new, low cost, Xenon light source,  the Model
9100. The Company  believes that the introduction of the fiscal 1997 new product
plan and the efforts  related to the  CardioDyne  product lines may result in an
increased rate of spending for research and development  during the remainder of
fiscal 1997.

      General and  administrative  expenses  were  $410,886 for the three months
ended July 31,  1997,  compared to $461,589  for the same period in fiscal 1996,
representing  a decrease  of 11.0%.  For the nine  months  ended  July 31,  1997
general and administrative  expenses totaled  $1,162,096  compared to $1,245,348
during the same period in fiscal 1996, a decrease of 6.7%.  The  decreases  were
primarily attributable to lowered legal expenses and other costs expended during
fiscal 1996 when private capital was being raised.

      Interest and other expenses of $68,115 for the three months ended July 31,
1997  compared  to $57,854 for the same  period in fiscal  1996,  an increase of
17.7%.  For the nine months ended July 31, 1997 interest and other expenses were
$154,893 compared to $149,290 for the same period in fiscal 1996, an increase of
3.8%.  The third  quarter  and nine  month  increases  were the result of higher
revolving credit line balances.

LIQUIDITY AND CAPITAL RESOURCES
      At July 31, 1997 the Company had working  capital of $ 1,288,236  compared
to working  capital of $934,500 at October 31,  1996.  The major  reason for the
increase in working capital was the completion of a term loan of $500,000 with a
bank during the second quarter of fiscal 1997.

      Cash used by operating  activities  was primarily  funded by the revolving
credit  line and the  additional  long  term loan  received  during  the  second
quarter.  At July  31,  1997  the  Company  had used  $211,853  from a  $500,000
equipment  facility  agreement with a bank,  used  $2,077,967  from a $2,250,000
revolving credit line, and had borrowed $500,000 under a term loan agreement.

      The  Company  anticipates  that  its  current  cash  requirements  will be
satisfied by cash flow from  existing  operations  and the  continuation  of its
revolving credit arrangement with a bank, although the Company is considering an
additional private placement of equity in the near future.


<PAGE>


                               LUXTEC CORPORATION


                           PART II. OTHER INFORMATION

ITEM 1.  Legal proceedings

      None.


ITEM 5.  Other Information

      When used in this Form 10-Q and in future  filings by the Company with the
Securities and Exchange Commission,  in the Company's press releases and in oral
statements made with the approval of an authorized  executive officer, the words
or phrases  "will likely  result",  "are  expected  to",  "will  continue",  "is
anticipated",  "estimate",  "project",  or similar  expressions  are intended to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and  uncertainties,  including  those  discussed  under the caption  "Risk
Factors and  Cautionary  Statements"  below,  that could cause actual results to
differ  materially from historical  earnings and those presently  anticipated or
projected.  The Company wishes to caution readers not to place undue reliance on
any such forward-looking  statements,  which speak only as of the date made. The
Company  wishes to advise  readers that the factors listed below could cause the
Company's  actual  results  for  future  periods to differ  materially  from any
opinions or statements  expressed  with respect to future periods in any current
statements.

      The Company will NOT undertake and specifically declines any obligation to
publicly  release  the  result  of  any  revisions  which  may  be  made  to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

 Risk Factors and Cautionary Statements

            The  Company's  revenues and income are derived  primarily  from the
sale of medical devices. The medical device industry is highly competitive. Such
competition  could  negatively  impact the Company's  market share and therefore
reduce the Company's revenues and income.

            Another result of competition could be the reduction of average unit
prices paid for the Company's  products.  This could have the impact of reducing
the percentage of profit margin available to the Company for its product sales.

            The Company's future operating  results are dependent on its ability
to develop,  produce and market new and innovative products and services.  There
are  numerous  risks  inherent  in  this  complex   process,   including   rapid
technological  change and the requirement  that the Company bring to market in a
timely fashion new products and services that meet customers' needs.

            Historically,  the  Company's  operating  results  have  varied from
fiscal period to fiscal period; accordingly,  the Company's financial results in
any  particular  fiscal  period are not  necessarily  indicative  of results for
future periods.

            The  Company  offers a broad  variety of  products  and  services to
customers  around  the  world.  Changes  in the  mix of  products  and  services
comprising  revenues  could cause  actual  operating  results to vary from those
expected.

<PAGE>


                          LUXTEC CORPORATION


                     PART II. OTHER INFORMATION

          ITEM 5.  (Continued)



            The  Company's  success  is  partly  dependent  on  its  ability  to
successfully  predict and adjust  production  capacity to meet demand,  which is
partly dependent upon the ability of external suppliers to deliver components at
reasonable  prices and in a timely manner;  capacity or supply  constraints,  as
well as purchase commitments, could adversely affect future operating results.

            The Company  operates in a highly  competitive  environment and in a
highly competitive  industry,  which includes  significant  competitive  pricing
pressures and intense competition for skilled employees.

            The Company  offers its products  and services  directly and through
indirect  distribution  channels.  Changes in the financial condition of, or the
Company's  relationship with,  distributors and other indirect channel partners,
could cause actual operating results to vary from those expected.

            The Company does  business  worldwide in over 50  countries.  Global
and/or regional  economic factors and potential  changes in laws and regulations
affecting  the  Company's  business,  including  without  limitation,   currency
exchange rate fluctuations, changes in monetary policy and tariffs, and federal,
state and  international  laws  regulating  the  environment,  could  impact the
Company's financial condition or future results of operations.

            The market  price of the  Company's  securities  could be subject to
fluctuations in response to quarter to quarter  variations in operating results,
market  conditions in the medical device  industry,  as well as general economic
conditions and other factors external to the Company.






<PAGE>


                               LUXTEC CORPORATION


                           PART II. OTHER INFORMATION


ITEM 6.  Exhibits and reports on Form 8-K

         (a)  Exhibits
                No Exhibits were required to be filed.

         (b)  Reports on Form 8-K
                 No reports  on Form 8-K were  required  to be filed  during the
quarter ended July 31, 1997.




































<PAGE>


                               LUXTEC CORPORATION



                                   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.






                               LUXTEC CORPORATION
                                  (Registrant)







  -----------------                             --------------------------
   Date                                           Samuel M. Stein
                                                  Chief Financial Officer
                                                  (Principal Accounting
                                                  Officer and Duly
                                                  Authorized Executive Officer)


<TABLE> <S> <C>

<ARTICLE>                         5
<MULTIPLIER>              1000
<PERIOD-TYPE>             9-MOS
<FISCAL-YEAR-END>         OCT-31-1997
<PERIOD-START>            NOV-01-1996
<PERIOD-END>              JUL-31-1997
<CASH>                            0
<SECURITIES>                      0
<RECEIVABLES>                 1,949
<ALLOWANCES>                      80
<INVENTORY>                   2,478
<CURRENT-ASSETS>              4,495
<PP&E>                        2,452
<DEPRECIATION>                1,817
<TOTAL-ASSETS>                5,389
<CURRENT-LIABILITIES>         3,206
<BONDS>                           0
             0
                   1,103
<COMMON>                         28
<OTHER-SE>                      388
<TOTAL-LIABILITY-AND-EQUITY>  5,389
<SALES>                       7,669
<TOTAL-REVENUES>              4,470
<CGS>                         3,198
<TOTAL-COSTS>                 3,407
<OTHER-EXPENSES>                  0
<LOSS-PROVISION>                  0
<INTEREST-EXPENSE>              158
<INCOME-PRETAX>                (363)
<INCOME-TAX>                      0
<INCOME-CONTINUING>               0
<DISCONTINUED>                    0
<EXTRAORDINARY>                   0
<CHANGES>                         0
<NET-INCOME>                   (363)
<EPS-PRIMARY>                  (.13)
<EPS-DILUTED>                  (.13)

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission