LUXTEC CORP /MA/
10-Q, 1999-09-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                               LUXTEC CORPORATION
                                326 CLARK STREET
                              WORCESTER, MA 01606
                                                              SEPTEMBER 14, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

GENTLEMEN:

     Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-Q.

Sincerely,

LUXTEC CORPORATION

Samuel M. Stein

Samuel M. Stein, Chief Financial Officer



     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, 1999

                                                         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 September 8, 1999, was 2,875,906.









                                                LUXTEC CORPORATION


                                                 TABLE OF CONTENTS

                                                                       Page No.

Part I.           FINANCIAL INFORMATION

Item 1.   Financial Statements

         Consolidated Condensed Balance Sheets -
               July 31, 1999 and October 31, 1998                             3

         Consolidated Condensed Statements of Operations -
               Nine and three months ended July 31, 1999 and July 31, 1998    4

          Consolidated Condensed Statements of Cash Flows -
               Nine months ended July 31, 1999 and July 31, 1998              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














<TABLE>
                               LUXTEC CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<S>                                                                                  <C>               <C>

                                   Assets                                          July 31,         October 31,
                                                                                     1999               1998

Current Assets:
   Cash                                                                       $        55,932     $        43,698
   Accounts receivable                                                              1,957,955           2,571,230
   Inventories                                                                      2,981,935           2,549,244
   Prepaid expenses and other current assets                                          132,153              55,068

         Total current assets                                                       5,127,975           5,219,240

Property and Equipment, at cost                                                     2,691,515           2,570,501
Accumulated Depreciation and Amortization                                          (2,175,039)         (2,075,345)
         Property and equipment, net                                                  516,476             495,156

Other Assets, net of accumulated amortization                                         211,824             244,754

         Total assets                                                         $     5,856,275     $     5,959,150

                                                                     Liabilities and Stockholders' Equity

Current Liabilities:
   Revolving line of credit                                                   $     2,215,404     $     2,186,052
   Current portion of equipment facility loan                                          88,726              88,726
   Accounts payable and accrued expenses                                            1,402,323           1,209,725

         Total current liabilities                                                  3,706,453           3,484,503

Term Note                                                                             456,000             469,250

Equipment Facility Loan, net of current portion                                       109,982              88,726

Minority Interest                                                                      51,386              51,386


Redeemable Preferred Stock, $1.00 par value:
  Series A Preferred Stock-
  Authorized-500,000 shares
  Issued and outstanding-10,000 shares (at liquidation value)                       1,259,764           1,199,768

Stockholders' Equity:
   Common stock, $.01 par value-
     Authorized-10,000,000 shares
     Issued and outstanding-2,872,149 shares in 1999 and 2,867,592   in 1998           28,721              28,676
   Additional paid-in capital                                                       8,212,213           8,263,018
   Accumulated deficit                                                             (7,968,244)         (7,626,177)

         Total stockholders' equity                                                   272,690             665,517

         Total liabilities and stockholders' equity                           $     5,856,275     $     5,959,150

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




                                            LUXTEC CORPORATION
<TABLE>
                              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<S>                                             <C>               <C>                <C>               <C>

                                                  THREE MONTHS ENDED                 NINE MONTHS ENDED
                                              July 31           July 31             July 31          July 31
                                                1999              1998               1999              1998
- -----------------------------------------------------------------------------------------------------------------

NET SALES                                $    2,404,730  $        3,031,903    $     7,284,600   $     8,633,388
COST OF SALES                                  1,539,513          1,736,624          4,353,394         4,954,358
                                                                                                  ---------------
- -----------------------------------------------------------------------------------------------
GROSS PROFIT                                     865,217          1,295,279          2,931,206         3,679,030
- -----------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Selling                                       523,595            526,521          1,482,292         1,597,151
   Research and development                      170,788            147,013            429,458           384,646
   General and administrative                    459,308            479,228          1,186,000         1,361,020
- -----------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                       1,153,691          1,152,762          3,097,750         3,342,816
- -----------------------------------------------------------------------------------------------------------------

(LOSS)/INCOME
FROM OPERATIONS                                (288,474)            142,517          (166,544)           336,214

OTHER EXPENSES, NET                            (72,263)            (69,484)          (175,524)         (202,433)
- -----------------------------------------------------------------------------------------------------------------

NET (LOSS)/INCOME                             (360,737)              73,033          (342,068)           133,781
PREFERRED STOCK DIVIDENDS                        20,000              23,756             60,000            69,125
- -----------------------------------------------------------------------------------------------------------------
NET (LOSS)/INCOME APPLICABLE TO COMMON
STOCKHOLDERS
                                         $    (380,737)  $           49,277 $        (402,068)   $        64,656
=================================================================================================================

==================================================================================================================
BASIC NET (LOSS)/INCOME PER SHARE
                                         $       (0.13)  $          0.02    $          (0.14)    $          0.02
==================================================================================================================
DILUTED NET (LOSS)/INCOME PER SHARE
                                         $       (0.13)  $          0.02    $          (0.14)    $          0.02
==================================================================================================================

==================================================================================================================
BASIC WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,875,906           2,867,592          2,873,415           2,858,998
===================================================================================================================
DILUTED WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,875,906           3,141,425          2,873,415           2,900,786
===================================================================================================================

See Notes to Consolidated Condensed Financial Statements.


</TABLE>










                                        LUXTEC CORPORATION
<TABLE>
                                    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<S>                                                                                   <C>             <C>

                                                                                NINE MONTHS ENDED
                                                                                  July 31,       July 31,
                                                                                    1999           1998
- --------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net (loss)/income                                                            $      (342,068)    $   133,781
  Adjustments to reconcile net (loss)/income to
      net cash provided by operating activities -
         Depreciation and amortization                                                 99,694        153,951
         Provision for uncollectible accounts receivable                               19,081            149
  Changes in current assets and liabilities:
          Accounts receivable                                                         594,194        197,559
          Inventories                                                               (432,691)      (638,762)
          Prepaid expenses and other current assets                                  (77,085)         28,527
          Accounts payable and accrued expenses                                       192,598        290,786
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                              53,723        165,991
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                             (121,014)       (70,115)
     Decrease/(increase) in other assets                                               32,930       (24,174)
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                                (88,084)       (94,289)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings/(payments) on revolving line of credit                             29,352       (10,730)
     Net borrowings/(repayment) of long term debt                                       8,006       (59,794)
     Proceeds from common stock sold under employee
         stock purchase plan                                                            9,237         24,474
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES                                    46,595       (46,050)
- --------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                                                                   12,234         25,652

CASH, BEGINNING OF PERIOD                                                              43,698         41,712
                                                                               --------------- --------------

CASH, END OF PERIOD                                                          $         55,932    $    67,364
==============================================================================================================

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
     ACCRETION OF SERIES A PREFERRED STOCK                                   $         60,000  $      69,125
=============================================================================================================
</TABLE>

See Notes to Consolidated Condensed Financial Statements

                               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 of only normal recurring
adjustments.  Operating results for the nine months ended July 31, 1999, 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>
            <S>                                            <C>                             <C>

                                                    July 31, 1999                  October 31, 1998

         Raw material                                $ 2,251,942                       $ 1,580,002
         Work in process                                 337,831                           352,464
         Finished goods                                  392,162                           616,778
         Total                                       $ 2,981,935                       $ 2,549,244

</TABLE>


3) Debt

     The Company has a  $2,500,000  revolving  line-of-credit  agreement  with a
bank.  The maximum  amount  available to borrow under the line is limited to the
lesser of the total line committed or certain percentages of accounts receivable
and inventory, as defined. Borrowings bear interest at the bank's prime rate (8%
at July 31, 1999).  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  or had
obtained a waiver of all  covenants  for the period ended July 31, 1999. At July
31, 1999,  availability under the line of credit was approximately $284,600. The
revolving credit agreement expires on March 31, 2001.

     The  Company  has a  $450,000  equipment  facility  agreement  with a bank.
Borrowings bear interest at the bank's base rate (8% at July 31, 1999) plus .25%
and are secured by  substantially  all assets of the Company.  At July 31, 1999,
the  Company  had  outstanding  borrowings  of  $198,708  under this  agreement.
Availability  of  approximately  $251,000 is to be used to fund the purchases of
fixed assets  during the fiscal year 1999 period.  The maturity date of the loan
is March 31, 2004.

     On March 31, 1997, the Company  entered into a $500,000 term note agreement
with a bank.  The term note bears  interest at prime (8% at July 31,  1999) plus
1.0%.  Principal  payments  are  payable  in  consecutive  monthly  installments
beginning in May,  1999,  and  continuing  monthly  thereafter  until the entire
principal  amount has been repaid.  If not paid sooner,  the term note is due on
the earlier of (a) March 31, 2002, (b) the date of an equity infusion or (c) the
date of a  management  change.  At July 31,  1999,  the Company had  outstanding
borrowings of $456,000 under this agreement.  The agreement contains  covenants,
including the maintenance of certain financial  ratios, as defined.  The Company
was in  compliance  with or had  obtained a waiver of all  covenants at July 31,
1999.




              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

4) Earnings/(loss) per share

     Basic   earnings/(loss)   per  share  was   determined   by  dividing   net
income/(loss)  applicable to common  stockholders by the weighted average common
shares outstanding during the period.  Diluted earnings per share was determined
by dividing net  income/(loss) 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 for the fiscal 1999 period  excludes
options to  purchase  332,550  shares of common  stock and  warrants to purchase
888,171 shares of common stock, as the effects are antidilutive.

<TABLE>

<S>                                                      <C>              <C>             <C>             <C>


- --------------------------------------------------- --------------------------------- -----------------------------
                                                           THREE MONTHS ENDED              NINE MONTHS ENDED
- --------------------------------------------------- --------------------------------- -----------------------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
                                                         July 31          July 31        July 31        July 31
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
                                                          1999             1998           1999           1998
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------

- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Basic weighted average shares outstanding                2,875,906      2,867,592      2,873,415      2,858,998
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Weighted average common equivalent shares                        -        273,833            -           41,788
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------
Diluted weighted average shares outstanding              2,875,906      3,141,425      2,873,415      2,900,786
- --------------------------------------------------- ------------------ -------------- -------------- --------------
- --------------------------------------------------- ------------------ -------------- -------------- --------------

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

</TABLE>

                                                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, 1999 were  $2,404,730  or
20.7% less than the $3,031,903  reported for the same period in fiscal 1998. For
the nine months ended July 31, 1999 net revenues  decreased  15.6% to $7,284,600
from  $8,633,388  reported for the same period last year. The year to date sales
decrease of 15.6%  resulted from  distributor  disruptions in the eastern states
and increased price competition resulting in lower average selling prices.

     Cost of sales for the three  months ended July 31, 1999 was  $1,539,513  or
64.0% of net revenues,  compared with $1,736,624 or 57.3% for the same period in
fiscal 1998.  For the nine month  period ended July 31, 1999,  cost of sales was
$4,353,394  or 59.8% of net  revenues  compared  to  $4,954,358  or 57.4% of net
revenues for the same period in fiscal 1998.  The increase in cost of sales as a
percentage  of net revenues was primarily a result of lower average unit selling
prices resulting from competitive pressures.

     Gross profit was  $865,217 or 36.0% of net  revenues for the quarter  ended
July 31,  1999,  compared to  $1,295,279  or 42.7% of net  revenues for the same
period in fiscal  1998.  For the nine month  period  ended  July 31,  1999 gross
profit was $2,931,206 or 40.2% of net revenues compared with $3,679,030 or 42.6%
of net  revenues  for the same  period  in fiscal  1998.  The  decreased  margin
percentage was primarily due to the effects of increased  price  competition and
an unfavorable product mix.

     Selling and  marketing  expenses  were  $523,595 for the three months ended
July 31,  1999  compared  to  $526,521  for the same  period in fiscal  1998,  a
decrease of 0.6%.  For the nine month  period  ended July 31,  1999  selling and
marketing expenses were $1,482,292  compared with $1,597,151 for the same period
in fiscal 1998, a decrease of 7.2%. Marketing cost reduction efforts resulted in
lower trade show and other costs during fiscal 1999.

     Research and  development  expenditures  were $170,788 for the three months
ended July 31, 1999  compared to $147,013 for the same period in fiscal 1998, an
increase of 16.2%.  For the nine month period  ended July 31, 1999  research and
development  expenditures  were  $429,458  compared  with  $384,646 for the same
period in fiscal 1998, an increase of 11.7%. The Company  continues to invest in
new product  development  and product  improvements  at the level it believes is
necessary to maintain its market leadership.

     General and  administrative  expenses  were  $459,308  for the three months
ended July 31, 1999  compared to  $479,228  for the same period in fiscal  1998,
representing a decrease of 4.2%. For the nine months ended July 31, 1999 general
and administrative expenses totaled $1,186,000 compared to $1,361,020 during the
same period in fiscal 1998, a decrease of 12.9%. The decrease primarily resulted
from lowered salary related costs and a reduction of investment banking costs in
fiscal 1999 as compared to fiscal 1998.



                                               LUXTEC CORPORATION

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

ITEM 2.  (Continued)

     Interest  and other  expenses  were $72,263 for the three months ended July
31, 1999  compared to $69,484 for the same period in fiscal  1998.  For the nine
months ended July 31, 1999 interest and other expenses were $175,524 compared to
$202,433 for the same period in fiscal  1998, a decrease of 13.3%.  The decrease
for the nine  month  period  was due to lower  average  credit  lines  and lower
interest rates in fiscal 1999 compared to fiscal 1998.

LIQUIDITY AND CAPITAL RESOURCES

     At July  31,  1999,  the  Company  had  working  capital  of  approximately
$1,421,500  compared to working capital of  approximately  $1,734,700 at October
31, 1998.  Cash provided by operating  activities  was  primarily  funded by the
revolving line of credit.  At July 31, 1999, the Company had used  approximately
$2,215,000 of a $2,500,000  revolving line of credit,  and had borrowed $500,000
under a term loan agreement and $198,708 under an equipment 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.


Year 2000

     The Year 2000 problem,  which is common to most corporations,  concerns the
inability of information  systems,  primarily  computer  software  programs,  to
properly  recognize  and process  date  sensitive  information  as the year 2000
approaches.  Many computer  systems and other  equipment  with embedded chips or
microprocessors may not be able to appropriately  interpret dates after December
31, 1999 because such systems use only two digits to indicate a year in the date
field rather than four digits.  If not  corrected,  many  computers and computer
applications could fail or create  miscalculations,  causing  disruptions to the
Company's operations. In addition, the failure of customer and supplier computer
systems could result in  interruption of sales and deliveries of key supplies or
utilities.  Because  of the  complexity  of the issues and the number of parties
involved,  the Company  cannot  reasonably  predict with certainty the nature or
likelihood of such impacts.

     Using  internal  staff and  outside  consultants,  the  Company is actively
addressing this situation and anticipates that it will not experience a material
adverse impact to its operations,  liquidity or financial  condition  related to
systems under its control. The Company is addressing the Year 2000 issue in four
overlapping  phases:  (i) identification and assessment of all critical software
systems and equipment requiring  modification or replacement prior to 2000; (ii)
assessment of critical business  relationships  requiring  modification prior to
2000; (iii) corrective action and testing of critical systems;  (iv) development
of contingency and business continuation plans to mitigate any disruption to the
Company's operations arising from the Year 2000 issue.

     The Company has upgraded its financial and  manufacturing  computer systems
with specific year 2000 "fixes".  Other computer systems used in the Company are
currently  being  scheduled  for upgrade  during  1999.  These  systems are less
critical  to  the  Company's  operations.  The  Company  is in  the  process  of
implementing a plan to obtain  information from its external service  providers,
significant suppliers and customers, and financial institutions to confirm their
plans and readiness to become Year 2000 compliant, in order to better understand
and evaluate how their Year 2000 issues may affect the Company's operations. The
Company  currently  is not in a position  to assess this aspect of the Year 2000
issue;  however, the Company plans to take the necessary steps to provide itself
with reasonable assurance that its service providers,  suppliers,  customers and
financial institutions are Year 2000 compliant.  This phase is approximately 50
complete to date.  The Company  currently  believes it will be able to modify or
replace its  affected  systems in time to minimize  any  detrimental  effects on
operations.

     The  Company is  developing  contingency  plans to  identify  and  mitigate
potential problems and disruptions to the Company's  operations arising from the
Year 2000 issue.  This phase is expected to be  completed  by October 31,  1999.
While it is not possible,  at present, to give a precise estimate of the cost of
this work,  the Company  does not expect that such costs will be material to the
Company's  results of  operations in one or more fiscal  quarters or years,  and
will not have a material adverse impact on the long-term  results of operations,
liquidity  or  consolidated  financial  position of the  Company.  To date,  the
Company  has  expensed  less than  $50,000 on the effort to combat the year 2000
problems  inherent  in its  systems.  The  total  direct  costs of the Year 2000
corrections is expected to be less than $100,000  through the first two quarters
of 2000.

     While the Company  believes that its own internal  assessment  and planning
efforts with respect to its external service providers, suppliers, customers and
financial  institutions  are and will be  adequate  to  address  its  Year  2000
concerns,  there can be no assurance  that these  efforts will be  successful or
will not have a material adverse effect on the Company's operations.














                                                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.



                                               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.




                                                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, 1999.


































                                                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)


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