LUXTEC CORP /MA/
10-Q, 1998-09-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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            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, 1998

                                                         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)                      IdentificationNo.)

           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 September 3, 1998, was 2,867,592.


<PAGE>







                            LUXTEC CORPORATION


                             TABLE OF CONTENTS

                                                                     Page No.

Part I.           FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets -
         July 31, 1998 and October 31, 1997                                 3

         Consolidated Condensed Statements of Operations -
         Nine and three months ended July 31, 1998 and July 31, 1997        4

         Consolidated Condensed Statements of Cash Flows -
         Nine months ended July 31, 1998 and July 31, 1997                  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>




                                  LUXTEC CORPORATION
<TABLE>
                        CONSOLIDATED CONDENSED BALANCE SHEETS

                                                             July 31,                October 31,
<CAPTION>
                                                              1998                     1997

                                         ASSETS
CURRENT ASSETS:
<S>                                                     <C>                       <C>             
   Cash                                                 $          67,364         $         41,712
   Accounts receivable                                          2,122,237                2,319,945
   Inventories                                                  3,166,071                2,527,309
   Prepaid expenses and other current assets                       42,664                   71,191
- ---------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                            5,398,336                4,960,157
- ---------------------------------------------------------------------------------------------------

PROPERTY & EQUIPMENT AT COST                                    2,546,806                2,476,691
ACCUMULATED DEPRECIATION                                      (2,022,505)               (1,890,093)
- ---------------------------------------------------------------------------------------------------
PROPERTY & EQUIPMENT - NET                                        524,301                  586,598
- ---------------------------------------------------------------------------------------------------

OTHER ASSETS                                                      258,454                  255,819
- ---------------------------------------------------------------------------------------------------
TOTAL ASSETS                                            $       6,181,091        $       5,802,574
===================================================================================================

                           LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Revolving line of credit                            $        2,072,124       $        2,082,854
   Current portion of equipment facility loan                      65,186                   65,186
   Accounts payable                                             1,107,082                  938,733
   Accrued expenses                                               601,368                  478,931
- ---------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                              $        3,845,760       $        3,565,704
- ---------------------------------------------------------------------------------------------------

Equipment loan, net of current portion                            134,448                  200,992
Term loan                                                         467,000                  460,250
- ---------------------------------------------------------------------------------------------------
TOTAL LONG TERM LIABILITIES                             $        601,448        $         661,242
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------
SERIES A, PREFERRED STOCK, $1.00 PAR VALUE,
Authorized 500,000 shares Issued and
outstanding - 10,000 shares (preference 
in liquidation of $1,188,893 in 1998 and
$1,119,768 in 1997)                                     $        1,188,893      $         1,119,768
- ---------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
   Common stock - $.01 par value -
      Authorized - 10,000,000 shares
      Issued and outstanding - 2,867,592 shares
          in 1998 and 2,853,491 in 1997                            28,676                  28,535
   Additional paid-in capital                                   8,273,893               8,318,685
   Accumulated deficit                                        (7,757,579)              (7,891,360)
- ---------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                        544,990                455,860
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                   $        6,181,091       $      5,802,574
===================================================================================================
</TABLE>

See Notes to Consolidated Condensed Financial Statements.
<PAGE>


                                            LUXTEC CORPORATION
<TABLE>
                              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<CAPTION>


                                                  THREE MONTHS ENDED                 NINE MONTHS ENDED
                                              July 31           July 31             July 31          July 31
                                                1998              1997               1998              1997
- -----------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>                   <C>               <C>            
NET SALES                                $    3,031,903  $        2,787,978    $     8,633,388   $     7,669,015
COST OF SALES                                  1,736,624          1,630,820          4,954,358         4,470,443
- ----------------------------------------------------------------------------------------------------------------- 
GROSS PROFIT                                   1,295,279          1,157,158          3,679,030         3,198,573
- -----------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Selling                                       526,521            609,436          1,597,151         1,855,150
   Research and development                      147,013            158,521            384,646           389,973
   General and administrative                    479,228            410,886          1,361,020         1,162,095
- -----------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                       1,152,762          1,178,843          3,342,816         3,407,218
- -----------------------------------------------------------------------------------------------------------------

INCOME/(LOSS)
FROM OPERATIONS                                  142,517           (21,685)            336,214         (208,645)

OTHER EXPENSES, NET                             (69,484)           (68,115)          (202,433)         (154,895)
- -----------------------------------------------------------------------------------------------------------------

NET INCOME/(LOSS)                                73,033            (89,800)            133,781         (363,541)
PREFERRED STOCK DIVIDENDS                        23,756              21,935             69,125           59,969
- -----------------------------------------------------------------------------------------------------------------
NET INCOME/(LOSS) APPLICABLE TO COMMON
STOCKHOLDERS
                                         $       49,277  $        (111,735)    $       64,656   $     (423,510)
=================================================================================================================

==================================================================================================================
BASIC NET INCOME/(LOSS) PER SHARE       $           0.02  $         (0.04)     $        0.02    $        (0.15)
==================================================================================================================
DILUTED NET INCOME/(LOSS) PER SHARE     $           0.02  $         (0.04)     $        0.02    $        (0.15)
==================================================================================================================

==================================================================================================================
BASIC WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,867,592           2,847,980          2,858,998           2,849,657
===================================================================================================================
DILUTED WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   3,141,425           2,847,980          2,900,786           2,849,657
===================================================================================================================
</TABLE>

See Notes to Consolidated Condensed Financial Statements.







<PAGE>



<TABLE>

<CAPTION>

                                        LUXTEC CORPORATION
                                    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                                                                NINE MONTHS ENDED

                                                                                  July 31,       July 31,
                                                                                    1998           1997
- --------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>                   <C>                     
NET INCOME/(LOSS)                                                            $        133,781      (363,542)        

ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO NET
     CASH PROVIDED BY/(USED  IN) OPERATING ACTIVITIES:

Depreciation and amortization                                                         153,951        217,072
Provision for uncollectible accounts receivable                                           149         10,347
Changes in current assets and liabilities:
     Accounts receivable                                                              197,559      (131,349)
     Inventories                                                                    (638,762)      (305,499)
     Prepaid expenses and other current assets                                         28,527         56,568
     Accounts payable                                                                 168,349         45,737
     Accrued expenses                                                                 122,437       (99,927)
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES                                    32,210      (207,051)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                              (70,115)       (86,355)
     Change in other assets                                                          (24,174)       (27,806)
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                                (94,289)      (114,161)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net payments on revolving line of credit                                        (10,730)       (68,256)
     Net borrowings/(repayment) of long term debt                                    (59,794)        553,398
     Net borrowings on subordinated debt                                                  -      (1,000,000)
     Proceeds from conversion to preferred stock                                          -        1,000,000
     Employee stock purchase plan and option exercises                                 24,474         27,256
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES                                  (46,050)        512,398
- --------------------------------------------------------------------------------------------------------------

NET INCREASE/(DECREASE) IN CASH                                                        25,652      (172,356)

CASH, BEGINNING OF PERIOD                                                              41,712        172,356
                                                                               --------------- --------------

CASH, END OF PERIOD                                                          $         67,364             -       
==============================================================================================================

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
     UNPAID DIVIDENDS ON SERIES A PREFERRED STOCK                            $         69,125  $      59,969
=============================================================================================================
</TABLE>

See Notes to Consolidated Condensed Financial Statements.


<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, 1998, 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, 1998           October 31, 1997
         -----------------------------------------------------------------------

         Raw material                 $ 2,002,748             $  1,357,761
         Work in process                  464,379                  318,312
         Finished goods                   698,944                  851,236
         -----------------------------------------------------------------------
         Total                        $ 3,166,071              $ 2,527,309
         -----------------------------------------------------------------------


3) Loans from banks

The Company has a $2,500,000  revolving  line-of-credit  agreement  with a bank.
Borrowings  bear  interest at the bank's prime rate (8.5% at July 31, 1998) plus
 .5%.  Unused  portions of the revolving line of credit accrue a fee at an annual
rate of .25%. Borrowings are secured by substantially all assets of the Company.
The agreement contains covenants, including the maintenance of certain financial
ratios,  as defined.  The Company was in  compliance  with the covenants for the
quarter ended July 31, 1998. At July 31,  availability  under the line of credit
was approximately $427,876. 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 (8.5% at July 31,
1998) plus .5%.  Borrowings under this facility are secured by substantially all
assets of the Company.  The equipment  facility agreement expired on October 21,
1997. At July 31, 1998, the Company had outstanding borrowings of $134,448 under
this agreement.  The agreement contains covenants,  including the maintenance of
certain financial ratios, as defined therein. The Company was in compliance with
all covenants for the quarter ended July 31, 1998.

On April 3, 1997, the Company entered into a $500,000 term note agreement with a
bank.  The term note bears  interest at prime (8.5% at July 31, 1998) plus 1.0%.
Principal payments are payable in consecutive annual  installments  beginning on
October 31, 1998 and continuing thereafter on October 31 of each succeeding year
in an amount  equal to the lesser of (a) $200,000 or (b) the greater of (i) zero
and (ii)  excess  cash  flow as  defined.  At July 31,  1998,  the  Company  had
outstanding borrowings of $500,000 under this agreement.  The agreement contains
covenants,  including the maintenance of certain  financial  ratios, as defined.
The Company was in compliance  with all covenants for the quarter ended July 31,
1998.

<PAGE>


            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

4) Earnings per share

In March 1997, the Financial  Accounting Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 128,  Earnings  per Share.  This
statement  established standards for computing and presenting earnings per share
and applies to entities  with publicly  traded common stock or potential  common
stock.  This  statement is effective for fiscal years ending after  December 15,
1997.

Basic  earnings/(loss)  per share was  determined  by dividing net income by the
weighted average common shares outstanding  during the period.  Diluted earnings
per share was  determined  by dividing  net income by diluted  weighted  average
shares outstanding. Diluted weighted average shares reflect the dilutive effect,
if any, of common  equivalent  shares.  Common  equivalent shares include common
stock  options to the extent  their  effect is  dilutive,  based on the treasury
stock method.  The calculation of diluted earnings per share excludes options to
purchase 254,560 shares of common stock and 888,171 warrants, as the effects are
antidilutive.  Dilutive  loss per  share is the same as basic  loss per share as
there were no dilutive shares.
<TABLE>
<CAPTION>

- --------------------------------------------------- --------------------------------- -----------------------------
                                                           THREE MONTHS ENDED              NINE MONTHS ENDED
- --------------------------------------------------- --------------------------------- -----------------------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
                                                         July 31          July 31        July 31        July 31
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
                                                          1998             1997           1998           1997
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------

- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
<S>                                                         <C>            <C>            <C>            <C>      
Basic weighted average shares outstanding                   2,867,592      2,847,980      2,857,631      2,849,657
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Weighted average common equivalent shares                     273,833             -         108,976             -
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Diluted weighted average shares outstanding                 3,141,425      2,847,980      2,966,607      2,849,657
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------

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


5) Recent Accounting Pronouncements

     In June 1997, the FASB issued SFAS No. 130 Reporting  Comprehensive  Income
and SFAS No.  131,  Disclosures  About  Segments  of an  Enterprise  and Related
Information.  Both SFAS No. 130 and SFAS No. 131 are  effective for fiscal years
beginning  after  December 15, 1997.  The Company  believes that the adoption of
these new accounting  standards will not have a material impact on the Company's
financial statements.







<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  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, 1998 were  $3,031,903  or
8.7%  greater than the  $2,787,978  reported for the same period in fiscal 1997.
For the  nine  months  ended  July  31,  1998 net  revenues  increased  12.6% to
$8,633,388 from  $7,669,015  reported for the same period last year. The year to
date  sales  increase  of 12.6% was  primarily  the  result  of higher  sales in
domestic Luxtec surgical lighting products.

      Cost of sales for the three months ended July 31, 1998 were  $1,736,624 or
57.3% of net revenues,  compared with $1,630,820 or 58.5% for the same period in
fiscal 1997.  For the nine month  period ended July 31, 1998,  cost of sales was
$4,954,358 or 57.4% of net revenues  compared  with  $4,470,443 or 58.3% for the
same period in fiscal 1997.  The  reduction in cost of sales as a percentage  of
net revenues was primarily a result of lowered product costs partially offset by
a lower royalty payment received during the first three quarters.

      Gross profit was $1,295,279 or 42.7% of net revenues for the quarter ended
July 31,  1998  compared  to  $1,157,158  or 41.5% for the same period in fiscal
1997.  For the nine month period ended July 31, 1998 gross profit was $3,679,030
or 42.6%  compared with  $3,198,573 or 41.7% for the same period in fiscal 1997.
The increased  margin  percentage was primarily due to lowered product costs and
favorable product mix.

      Selling and  marketing  expenses  were $526,521 for the three months ended
July 31,  1998  compared  to  $609,436  for the same  period in fiscal  1997,  a
decrease of 13.6%.  For the nine month  period  ended July 31, 1998  selling and
marketing expenses were $1,597,151  compared with $1,855,150 for the same period
in fiscal 1997, a decrease of 13.9%.  Marketing cost reduction  efforts resulted
in lower trade show and other costs during fiscal 1998.

      Research and development  expenditures  were $147,013 for the three months
ended July 31, 1998  compared to $158,521  for the same period in fiscal 1997, a
decrease of 7.3%.  For the nine month  period  ended July 31, 1998  research and
development  expenditures  were  $384,646  compared  with  $389,973 for the same
period in fiscal  1997, a decrease of 1.4%.  The Company  continues to invest in
new product development and product  improvements at approximately the same rate
as the previous fiscal year.

      General and  administrative  expenses  were  $479,228 for the three months
ended July 31,  1998,  compared to $410,886  for the same period in fiscal 1997,
representing  an  increase  of 16.6%.  For the nine  months  ended July 31, 1998
general and administrative  expenses totaled  $1,361,020  compared to $1,162,095
during the same period in fiscal  1997,  an increase of 17.1%.  The  increase is
primarily a result of management  decisions to work with investment  bankers and
investor relations groups to improve the capital structure of the Company and an
increase in reserves in fiscal 1998 as compared to fiscal 1997.

<PAGE>

                            LUXTEC CORPORATION

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

ITEM 2.  (Continued)

      Interest and other  expenses  were $69,484 for the three months ended July
31, 1998  compared to $68,115 for the same period in fiscal 1997, an increase of
2.0%.  For the nine months ended July 31, 1998 interest and other  expenses were
$202,433 compared to $154,895 for the same period in fiscal 1997, an increase of
30.7%. The increases were due to higher average credit lines and higher interest
rates in fiscal 1998 compared to fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

      At July 31,  1998,  the  Company  had  working  capital  of  approximately
$1,552,600  compared to working capital of  approximately  $1,394,500 at October
31,  1997.  Cash  used in  operating  activities  was  primarily  funded  by the
revolving line of credit.  At July 31, 1998, the Company had used  approximately
$2,209,000 of a $2,500,000  revolving line of credit,  and had borrowed $500,000
under a term loan  agreement  and  $199,634  under an  equipment  facility  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
raising additional capital 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,  in future  filings by the  Company  with the
Securities  and Exchange  Commission,  or in the Company's  press releases or 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 have a material
adverse  impact  on 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
                  Exhibit    Description                        Designation

                      27     Financial Data Schedule                 27

         (b)  Reports on Form 8-K
                 No reports  on Form 8-K were  required  to be filed  during the
                  quarter ended July 31, 1998.






























<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)

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                  1000
       
                      
<S>                                            <C> 

<PERIOD-TYPE>                                  3-MOS
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