LUXTEC CORP /MA/
10-Q, 1998-06-12
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 April 30, 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)                      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 June 9, 1998, was 2,858,998.


<PAGE>

                           LUXTEC CORPORATION


                            TABLE OF CONTENTS

                                                                     Page No.

Part I.           FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Condensed Balance Sheets -
              April 30, 1998 and October 31, 1997                          3

          Consolidated Condensed Statements of Operations -
              Six  months ended April 30, 1998 and April 30, 1997          4

          Consolidated Condensed Statements of Cash Flows -
               Six  months ended April 30, 1998 and April 30, 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 4.    Submission of matters to a vote of security holders             10

Item 5.    Other Information                                               10

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

Signatures                                                                 13






<PAGE>

                               LUXTEC CORPORATION
                   CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             April 30,               October 31,
                                                               1998                     1997
                                                             Unaudited
                                         ASSETS
CURRENT ASSETS:
<S>                                                     <C>                      <C>
   Cash                                                 $             -          $          41,712      
   Accounts receivable                                          2,142,143                2,319,945
   Inventories                                                  2,973,033                2,527,309
   Prepaid expenses and other current assets                       49,292                   71,191
- ---------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                            5,164,468                4,960,157
- ---------------------------------------------------------------------------------------------------

PROPERTY & EQUIPMENT AT COST                                    2,518,394                2,476,691
ACCUMULATED DEPRECIATION                                      (1,978,368)               (1,890,093)
- ---------------------------------------------------------------------------------------------------
PROPERTY & EQUIPMENT - NET                                        540,026                  586,598
- ---------------------------------------------------------------------------------------------------

OTHER ASSETS                                                      261,087                  255,819 
- ---------------------------------------------------------------------------------------------------
TOTAL ASSETS                                            $       5,965,581        $       5,802,574
===================================================================================================

                           LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Revolving line of credit                            $        2,209,267        $       2,082,854
   Current portion of equipment facility loan                      65,186                   65,186
   Accounts payable                                               866,925                  938,733
   Accrued expenses                                               560,302                  478,931
- ---------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                              $        3,701,680        $       3,565,704
- ---------------------------------------------------------------------------------------------------

Equipment Loan, Net of Current Portion                            121,379                  200,992
Term Loan                                                         500,000                  460,250
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
TOTAL LONG TERM LIABILITIES                             $         621,379        $        661,242
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------
SERIES A, PREFERRED STOCK, $1.00 PAR 
VALUE, Authorized 500,000 shares
Issued and outstanding - 10,000 shares
preference in liquidation of $1,165,137 in 1998 
and $1,119,768 in 1997)                                 $       1,165,137        $      1,119,768
- ---------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
   Common stock - $.01 par value -
      Authorized - 10,000,000 shares
      Issued and outstanding  2,858,998 shares
          in 1998 and 2,853,491 in 1997                            28,590                 28,535
   Additional paid-in capital                                   8,279,407              8,318,685
   Accumulated deficit                                        (7,830,612)             (7,891,360)
- ---------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                        477,385                455,860
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                   $        5,965,581       $      5,802,574
===================================================================================================


See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>


                               LUXTEC CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                     Unaudited

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                  SIX MONTHS ENDED
                                              April 30          April 30            April 30         April 30
                                                1998              1997                1998             1997
- -----------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>                   <C>               <C>            
NET SALES                                $     2,893,960  $       2,363,673    $      5,601,485  $     4,881,037
COST OF SALES                                  1,598,455          1,417,275           3,217,733        2,839,623
- -----------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                   1,295,505            946,398           2,383,752        2,041,414
- -----------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Selling                                       535,852            629,971           1,070,630        1,245,713
   Research and development                      132,781            123,323             237,632          231,452
   General and administrative                    504,059            378,105             881,793          751,210
- -----------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                       1,172,692          1,131,399           2,190,055        2,228,375
- -----------------------------------------------------------------------------------------------------------------

INCOME/(LOSS)
FROM OPERATIONS                                  122,813          (185,001)             193,697        (186,961)

OTHER EXPENSES, NET                             (70,657)           (44,349)           (132,948)         (86,780)
- -----------------------------------------------------------------------------------------------------------------

NET INCOME/(LOSS)                                52,156           (229,350)             60,748         (273,741)
PREFERRED STOCK DIVIDENDS                        22,534              16,438             45,369            32,350
- -----------------------------------------------------------------------------------------------------------------
NET INCOME/(LOSS) APPLICABLE TO COMMON
STOCKHOLDERS
                                         $       29,622  $        (245,788) $           15,379   $     (306,091)
=================================================================================================================

==================================================================================================================
BASIC NET INCOME/(LOSS) PER SHARE        $         0.01  $           (0.09) $             0.01   $        (0.11)
==================================================================================================================
DILUTED NET INCOME/(LOSS) PER SHARE      $         0.01  $           (0.09) $             0.01   $        (0.11) 
==================================================================================================================

==================================================================================================================
BASIC WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,858,998           2,847,980          2,858,998           2,849,657
===================================================================================================================
DILUTED WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,915,914           2,847,980          2,900,786           2,849,657
===================================================================================================================

See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>

                        LUXTEC CORPORATION
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             Unaudited
<TABLE>
<CAPTION>
                                                                                      SIX MONTHS ENDED

                                                                                 April 30,       April 30,
                                                                                    1998           1997
- --------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>                   <C>                 
NET INCOME/(LOSS)                                                            $         60,748      (273,741)      

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

Depreciation and amortization                                                         102,633        153,862
Provision for uncollectible accounts receivable                                        12,000          6,000
Changes in current assets and liabilities:
     Accounts receivable                                                              165,802       (65,590)
     Inventories                                                                    (445,724)      (443,010)
     Prepaid expenses and other current assets                                         21,899         35,063
     Accounts payable                                                                (71,808)        289,483
     Accrued expenses                                                                  81,371       (19,095)
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                               (133,827)       (43,287)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                              (41,703)       (70,955)
     Change in other assets                                                          (19,626)       (26,220)
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                                (61,329)       (97,175)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on revolving line of credit                                       126,413      (322,767)
     Net borrowings/(repayment) of long term debt                                    (39,863)        570,138
     Net borrowings on subordinated debt                                                  -      (1,000,000)
     Proceeds from conversion to preferred stock                                          -        1,000,000
     Employee stock purchase plan                                                       6,146         17,901
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                              92,696        265,272
- --------------------------------------------------------------------------------------------------------------

NET INCREASE/(DECREASE) IN CASH                                                      (41,712)      (148,931)

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

CASH, END OF PERIOD                                                          $            -           23,425            
==============================================================================================================

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
     UNPAID DIVIDENDS ON SERIES A PREFERRED STOCK                            $         45,369  $      38,033
=============================================================================================================

See Notes to Consolidated Condensed Financial Statements.

</TABLE>

<PAGE>


                             LUXTEC CORPORATION

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                Unaudited

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 six months ended April 30, 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:
<TABLE>
<CAPTION>

                                                       April 30, 1998                 October 31, 1997
         ----------------------------------------------------------------------------------------------

<S>                                                  <C>                               <C>        
         Raw material                                $ 1,765,351                       $ 1,357,761
         Work in process                                 264,180                           318,312
         Finished goods                                  943,502                           851,236
         ------------------------------------------------------------------------------------------------
         Total                                       $ 2,973,033                       $ 2,527,309
         ------------------------------------------------------------------------------------------------
</TABLE>


3) Loans from banks

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 April 30, 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  obtained a waiver of compliance from the bank
for the quarter ended April 30, 1998. At April 30,  availability  under the line
of credit was  approximately  $41,000.  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 April 30,
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 April 30, 1998,  the Company had  outstanding  borrowings  of $186,565
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  or had  obtained a waiver from the bank for the
quarter ended April 30, 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 October  31,  1997) 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 October 31,  1997,
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 or had
obtained a waiver from the bank for the quarter ended April 30, 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 332,550 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               SIX MONTHS ENDED
- --------------------------------------------------- --------------------------------- -----------------------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
<S>                                                           <C>              <C>            <C>            <C>
                                                        April 30         April 30       April 30       April 30
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
                                                          1998             1997           1998           1997
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------

- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Basic weighted average shares outstanding                   2,858,998      2,847,980      2,858,998      2,849,657
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Weighted average common equivalent shares                      56,916             -          41,788             -
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Diluted weighted average shares outstanding                 2,915,914      2,847,980      2,900,786      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 April 30, 1998 were  $2,893,960 or
22.4% greater than the  $2,363,673  reported for the same period in fiscal 1997.
For the six  months  ended  April  30,  1998  net  revenues  increased  14.8% to
$5,601,485 from  $4,881,037  reported for the same period last year. The year to
date  sales  increase  of 14.8% was  primarily  the  result  of higher  sales in
domestic Luxtec surgical lighting products.

      Cost of sales for the three months ended April 30, 1998 were $1,598,455 or
55.2% of net revenues,  compared with $1,417,275 or 60.0% for the same period in
fiscal 1997.  For the six month  period ended April 30, 1998,  cost of sales was
$3,217,733 or 57.4% of net revenues  compared  with  $2,839,623 or 58.2% 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 two quarters.

      Gross profit was $1,295,505 or 44.8% of net revenues for the quarter ended
April 30, 1998 compared to $946,398 or 40.0% for the same period in fiscal 1997.
For the six month  period ended April 30, 1998 gross  profit was  $2,383,752  or
42.6% compared with  $2,041,414 or 41.8% 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 $535,852 for the three months ended
April 30,  1998  compared  to $629,971  for the same  period in fiscal  1997,  a
decrease of 14.9%.  For the six month  period  ended April 30, 1998  selling and
marketing expenses were $1,070,630  compared with $1,245,713 for the same period
in fiscal 1997, a decrease of 14.1%.  Marketing cost reduction  efforts resulted
in lower trade show and other costs during fiscal 1998.

      Research and development  expenditures  were $132,781 for the three months
ended April 30, 1998 compared to $123,323 for the same period in fiscal 1997, an
increase of 7.7%.  For the six month  period  ended April 30, 1998  research and
development  expenditures  were  $237,632  compared  with  $231,452 for the same
period in fiscal 1997,  an increase of 2.7%.  The increase for the first half of
fiscal 1998 is the result of a continuing  effort to improve  existing  products
and introduce new products.

      General and  administrative  expenses  were  $504,059 for the three months
ended April 30,  1998,  compared to $378,105 for the same period in fiscal 1997,
representing  an  increase  of 33.3%.  For the six months  ended  April 30, 1998
general and administrative expenses totaled $881,793 compared to $751,210 during
the same period in fiscal 1997, an increase of 17.4%.  The increase is primarily
a result of 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 of $70,657 for the three  months ended April
30, 1998  compared to $44,349 for the same period in fiscal 1997, an increase of
59.3%.  For the six months ended April 30, 1998 interest and other expenses were
$132,948  compared to $86,780 for the same period in fiscal 1997, an increase of
53.2%. 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 April 30,  1998,  the  Company  had  working  capital of  approximately
$1,462,800  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 April 30, 1998, the Company had used  approximately
$2,209,000 of a $2,250,000  revolving line of credit,  and had borrowed $500,000
under a term loan  agreement  and  $186,565  under an  equipment  facility  loan
agreement.

      The Corporation  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 4.  Submission of Matters to a Vote of Security Holders

      The following matters were submitted to a vote of security holders whether
through  solicitation of proxies or otherwise,  during the second quarter of the
Corporation's fiscal year ended October 31, 1998.

      (a) The Annual Meeting of Stockholders was held on April 23, 1998.

      (b) Two Class II directors of the Corporation were elected:
<TABLE>
<CAPTION>

                 ---------------------- ---------------------------- -----------------------------------
                                                    FOR                           WITHHELD
                 ---------------------- ---------------------------- -----------------------------------
                 ---------------------- ---------------------------- -----------------------------------
<S>                                              <C>                               <C>   
                 Paul Epstein                    1,984,966                         65,623
                 ---------------------- ---------------------------- -----------------------------------
                 ---------------------- ---------------------------- -----------------------------------
                 James W. Hobbs                  1,984,866                         65,723
                 ---------------------- ---------------------------- -----------------------------------
</TABLE>

     The Board of Directors is composed of Mr. Epstein, and Mr. Hobbs as well as
Mr. James Berardo,  Mr. James J. Goodman,  Mr. Patrick G. Phillipps,  Dr. Thomas
VanderSalm and Mr. Louis C. Wallace.

      (c) No other matters were voted upon at the meeting.

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.

<PAGE>

                             LUXTEC CORPORATION


                        PART II. OTHER INFORMATION

ITEM 5.  (Continued)

            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.

            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 April 30, 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>

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<ARTICLE>                   5
       
<S>                         <C>  
<PERIOD-TYPE>               3-MOS
<FISCAL-YEAR-END>           OCT-31-1998
<PERIOD-START>              FEB-01-1998
<PERIOD-END>                APR-30-1998
<CASH>                                0
<SECURITIES>                          0
<RECEIVABLES>                     2,142
<ALLOWANCES>                        194
<INVENTORY>                       2,973
<CURRENT-ASSETS>                  5,164
<PP&E>                            2,518
<DEPRECIATION>                    1,978
<TOTAL-ASSETS>                    5,966
<CURRENT-LIABILITIES>             3,702
<BONDS>                               0
                 0
                       1,165
<COMMON>                             29
<OTHER-SE>                          449
<TOTAL-LIABILITY-AND-EQUITY>      5,966
<SALES>                           2,894
<TOTAL-REVENUES>                  2,894
<CGS>                             1,598
<TOTAL-COSTS>                     1,173
<OTHER-EXPENSES>                      0
<LOSS-PROVISION>                      0
<INTEREST-EXPENSE>                   71
<INCOME-PRETAX>                      29
<INCOME-TAX>                          0
<INCOME-CONTINUING>                   0
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                         29
<EPS-PRIMARY>                      0.01
<EPS-DILUTED>                      0.01
        

</TABLE>


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