LUXTEC CORP /MA/
10-Q, 1999-06-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                               LUXTEC CORPORATION
                                326 CLARK STREET
                              WORCESTER, MA. 01606
                                                         JUNE 14,1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

GENTLEMEN:

Pursuant to the rtequirements 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 April 30, 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               (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, 1999, was 2,872,149.

<PAGE>








                               LUXTEC CORPORATION


                                TABLE OF CONTENTS

                                                                        Page No.

Part I.           FINANCIAL INFORMATION

Item 1.   Financial Statements

         Consolidated Condensed Balance Sheets -
                       April 30, 1999 and October 31, 1998                    3

                     Consolidated Condensed Statements of Operations -
                       Six  months ended April 30, 1999 and April 30, 1998    4

          Consolidated Condensed Statements of Cash Flows -
               Six  months ended April 30, 1999 and April 30, 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 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
<TABLE>

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                                    Unaudited
                                   Assets                                         April 30,         October 31,
<S>                                                                                  <C>                <C>
                                                                                     1999               1998
Current Assets:
   Cash                                                                       $        40,366     $        43,698
   Accounts receivable                                                              2,062,278           2,571,230
   Inventories                                                                      3,021,749           2,549,244
   Prepaid expenses and other current assets                                          115,982              55,068

         Total current assets                                                       5,240,375           5,219,240

Property and Equipment, at cost                                                     2,647,960           2,570,501
Accumulated Depreciation and Amortization                                          (2,142,787)         (2,075,345)
         Property and equipment, net                                                  505,173             495,156

Other Assets, net of accumulated amortization                                         224,732             244,754

         Total assets                                                         $     5,970,280     $     5,959,150

                                                 Liabilities and Stockholders' Equity

Current Liabilities:
   Revolving line of credit                                                   $     2,171,825     $     2,186,052
   Current portion of equipment facility loan                                          88,726
                                                                                                           88,726
   Accounts payable and accrued expenses                                            1,247,040           1,209,725

         Total current liabilities                                                  3,507,591           3,484,503

Term Note                                                                             469,250             469,250

Equipment Facility Loan, net of current portion                                        48,863              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)                       1,239,766           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                                                       8,232,211           8,263,018
   Accumulated deficit                                                             (7,607,508)         (7,626,177)

         Total stockholders' equity                                                   653,424             665,517

         Total liabilities and stockholders' equity                           $     5,970,280     $     5,959,150

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

<PAGE>
<TABLE>


                                            LUXTEC CORPORATION
                              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                  Unaudited
<S>                                              <C>               <C>               <C>               <C>

                                                  THREE MONTHS ENDED                      SIX MONTHS ENDED
                                              April 30          April 30            April 30         April 30
                                                1999              1998                1999             1998
- -----------------------------------------------------------------------------------------------------------------

NET SALES                                $    2,519,214  $        2,893,960    $      4,879,870  $     5,601,485
COST OF SALES                                  1,457,826          1,598,455           2,813,881        3,217,733
                                                                                                  ---------------
- ------------------------------------------------------------------------------------------------
GROSS PROFIT                                   1,061,388          1,295,505           2,065,988        2,383,752
- -----------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Selling                                       491,371            535,852             958,697        1,070,630
   Research and development                      149,602            132,781             258,670          237,632
   General and administrative                    368,896            504,059             726,692          881,793
- -----------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                       1,009,869          1,172,692           1,944,058        2,190,055
- -----------------------------------------------------------------------------------------------------------------

INCOME FROM OPERATIONS
                                                  51,519           122,813             121,930          193,697

OTHER EXPENSES, NET                             (49,147)           (70,657)           (103,261)        (132,948)
- -----------------------------------------------------------------------------------------------------------------

NET INCOME                                        2,372              52,156             18,669            60,748
PREFERRED STOCK DIVIDENDS                        20,000              22,534             40,000            45,369
- -----------------------------------------------------------------------------------------------------------------
NET INCOME/(LOSS) APPLICABLE TO COMMON
STOCKHOLDERS
                                         $     (17,628)  $           29,622 $         (21,331)   $        15,379
=================================================================================================================

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

==================================================================================================================
BASIC WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,872,149           2,858,998          2,872,149           2,858,998
===================================================================================================================
DILUTED WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   2,872,149           2,915,914          2,872,149           2,900,786
===================================================================================================================

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



<TABLE>







                                        LUXTEC CORPORATION
                                    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                  Unaudited
<S>                                                                                <C>             <C>

                                                                                  SIX MONTHS ENDED
                                                                                 April 30,       April 30,
                                                                                    1999           1998
- --------------------------------------------------------------------------------------------------------------

Cash Flows from Operating Activities:
Net income                                                                            18,669         60,748
   Adjustments to reconcile net income to
    net cash used in operating activities -
      Depreciation and amortization                                                   67,442        102,633
      Provision for uncollectible accounts receivable                                 30,000         12,000
   Changes in current assets and liabilities:
     Accounts receivable                                                             478,952        165,802
     Inventories                                                                                   (445,724)
                                                                                    (472,505)
     Prepaid expenses and other current assets                                       (60,914)        21,899
     Accounts payable and accrued expenses                                             37,315         9,563
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES                                    98,959      (133,827)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                              (77,459)       (41,703)
     Change in other assets                                                            20,022       (19,626)
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                                (57,437)       (61,329)
- --------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net (repayments of)/borrowings of revolving line of                             126,413
     Repayments on equipment facility loan                                           (39,863)       (39,863)
     Proceeds from common stock sold under employee stock purchase plan                 9,236         6,146
- --------------------------------------------------------------------------------------------------------------
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES                                  (44,854)        92,696
- --------------------------------------------------------------------------------------------------------------

NET DECREASE IN CASH                                                                  (3,332)       (41,712)

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

CASH, END OF PERIOD                                                          $                            -
                                                                                      40,366
==============================================================================================================

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
     ACCRETION OF SERIES A PREFERRED STOCK                                            40,000  $      45,369
=============================================================================================================

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, 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>
                                                 April 30, 1999                      October 31, 1998

         Raw material                                $ 2,151,624                       $ 1,580,002
         Work in process                                 382,984                           352,464
         Finished goods                                  487,141                           616,778
         Total                                       $ 3,021,749                       $ 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
(7.75% at April 30, 1999) 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 all  covenants  for the period ended April 30, 1999. At
April  30,  1999,  availability  under  the  line of  credit  was  approximately
$328,200.  On May 22,  1999  the  bank  renewed  the  $2,500,000  line-of-credit
agreement  at a reduced  interest  rate - the bank's prime rate.  The  revolving
credit agreement expires on March 31, 2001.

     The Company has an equipment  facility  agreement  with a bank.  Borrowings
bear  interest at the bank's  base rate (8% at April 30,  1999) plus .5% and are
secured by  substantially  all assets of the  Company.  At April 30,  1999,  the
Company had outstanding borrowings of $137,589 under this agreement.  On May 22,
1999,  the bank  increased the amount of borrowings  available to the Company to
$450,000 and reduced the interest  rate to the bank's prime rate plus .25%.  The
additional  availability  is to be used to fund the  purchases  of fixed  assets
during the fiscal year 1999 period.

     On March 31, 1997, the Company  entered into a $500,000 term note agreement
with a bank.  The term note bears  interest at prime  (7.75% at April 30,  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 April 30, 1999,  the Company had  outstanding
borrowings of $469,250 under this agreement.  The Company was in compliance with
all covenants at April 30, 1999.
<PAGE>




              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

4) Earnings per share

     Basic  earnings/(loss)  per share was  determined  by  dividing  net income
applicable  to  common  stockholders  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.
<TABLE>
<S>                                                      <C>           <C>             <C>           <C>

- ----------------------------------------------------- ----------------------------- -------------------------
                                                           THREE MONTHS ENDED           SIX MONTHS ENDED
- ----------------------------------------------------- ----------------------------- -------------------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
                                                       April 30       April 30       April 30     April 30
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
                                                         1999           1998           1999         1998
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------

- ----------------------------------------------------- ------------ ---------------- ------------ ------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
Basic weighted average shares outstanding               2,872,149        2,858,998    2,872,149    2,858,998
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
Weighted average common equivalent shares                  -                56,916       -            41,788
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
Diluted weighted average shares outstanding             2,872,149        2,915,914    2,872,149    2,900,786
- ----------------------------------------------------- ------------ ---------------- ------------ ------------
- ----------------------------------------------------- ------------ ---------------- ------------ ------------

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



<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, 1999 were  $2,519,214  or
13.0% less than the $2,893,960  reported for the same period in fiscal 1998. For
the six months ended April 30, 1999 net revenues  decreased  12.9% to $4,879,870
from  $5,601,485  reported for the same period last year. The year to date sales
decrease of 12.9% was primarily  the result of a  distributor  change in a major
market and the  temporary  financial  difficulty of another  distributor  in the
domestic market.

     Cost of sales for the three months ended April 30, 1999 were  $1,457,826 or
57.9% of net revenues, compared with $1,598,455 or 55.2% of net revenues for the
same period in fiscal 1998. For the six month period ended April 30, 1999,  cost
of sales was  $2,813,881 or 57.7% of net revenues  compared  with  $3,217,733 or
57.4% of net  revenues  for the same period in fiscal  1998.  Cost of sales as a
percentage  of net  revenues  were  essentially  the same  during  the first two
quarters, as compared to the same periods in fiscal 1998.

     Gross profit was  $1,061,388 or 42.1% of net revenues for the quarter ended
April  30,1999  compared to  $1,295,505  or 44.8% of net  revenues  for the same
period in fiscal  1998.  For the six month  period  ended  April 30,  1999 gross
profit was  $2,065,988 or 42.3%  compared with  $2,383,752 or 42.6% for the same
period in fiscal 1998. The margin  percentage for the six month period  remained
approximately the same as the previous year as product costs and the product mix
of sales did not change significantly.

     Selling and  marketing  expenses  were  $491,371 for the three months ended
April 30,  1999  compared  to $535,852  for the same  period in fiscal  1998,  a
decrease of 8.3%.  For the six month  period  ended  April 30, 1999  selling and
marketing expenses were $958,697 compared with $1,070,630 for the same period in
fiscal 1998, a decrease of 10.5%.  Marketing cost reduction  efforts resulted in
lower promotion costs during fiscal 1999.

     Research and  development  expenditures  were $149,602 for the three months
ended April 30, 1999 compared to $132,781 for the same period in fiscal 1998, an
increase of 12.7%.  For the six month period  ended April 30, 1999  research and
development  expenditures  were  $258,670  compared  with  $237,632 for the same
period in fiscal 1998,  an increase of 8.9%.  The increase for the first half of
fiscal 1999 is the result of a continuing  effort to improve  existing  products
and introduce new products.

     General and  administrative  expenses  were  $368,896  for the three months
ended April 30,  1999,  compared to $504,059 for the same period in fiscal 1998,
representing  a decrease  of 26.8%.  For the six  months  ended  April 30,  1999
general and administrative expenses totaled $726,692 compared to $881,793 during
the same period in fiscal 1998,  a decrease of 17.6%.  The decrease is primarily
the result of reduced accruals for variable compensation.

<PAGE>


                               LUXTEC CORPORATION

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

ITEM 2.  (Continued)

     Interest and other  expenses  were $49,147 for the three months ended April
30, 1999  compared to $70,657 for the same period in fiscal  1998, a decrease of
30.4%. For the six months ended April 30, 1999, interest and other expenses were
$103,261  compared to $132,948 for the same period in fiscal 1998, a decrease of
22.3%.  The  decreases  were the  result of lower bank  charges  in fiscal  1999
compared to fiscal 1998, mainly as a result of covenant violations during fiscal
1998 that have not recurred in fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

     At April 30,  1999,  the  Company  had  working  capital  of  approximately
$1,732,800  compared to working capital of  approximately  $1,734,700 at October
31,  1998.  Cash  provided by operating  activities  was  primarily  used in the
repayment of loans from the bank and the purchases of property and equipment.

     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.











<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, 1999.

      (a)  The Annual Meeting of Stockholders was held on April 22, 1999.

      (b)  Three Class III directors of the Corporation were elected:
<TABLE>
                    <S>                             <C>                            <C>

                 ------------------------- ------------------------- -----------------------------------
                                                     FOR                          WITHHELD
                 ------------------------- ------------------------- -----------------------------------
                 ------------------------- ------------------------- -----------------------------------
                 James Berardo                    2,179,757                        39,107
                 ------------------------- ------------------------- -----------------------------------
                 ------------------------- ------------------------- -----------------------------------
                 James J. Goodman                 2,179,757                        39,107
                 ------------------------- ------------------------- -----------------------------------
                 ------------------------- ------------------------- -----------------------------------
                 Thomas J. VanderSalm             2,179,757                        39,107
                 ------------------------- ------------------------- -----------------------------------
</TABLE>

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

     (c) A proposal to increase  the number of shares  authorized  for  issuance
under the Company's 1992 Stock Option Plan from 400,000 shares to 500,000 shares
was approved. The votes cast were 2,139,596 for the proposal, 67,863 shares were
voted  against  the  proposal  and 11,405  shares  abstained  from voting on the
proposal.

      (d)   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.

<PAGE>


                               LUXTEC CORPORATION


                           PART II. OTHER INFORMATION

ITEM 5.  (Continued)

 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.

     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, 1999.
<PAGE>


































                               LUXTEC CORPORATION



                                   SIGNATURES

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






                               LUXTEC CORPORATION
                                  (Registrant)






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


<TABLE> <S> <C>

<ARTICLE>                                      5
<MULTIPLIER>                                   1000

<S>                                           <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              OCT-31-1999
<PERIOD-START>                                 FEB-01-1999
<PERIOD-END>                                   APR-30-1999
<CASH>                                         40
<SECURITIES>                                    0
<RECEIVABLES>                                  2120
<ALLOWANCES>                                    100
<INVENTORY>                                    3022
<CURRENT-ASSETS>                               5240
<PP&E>                                         2648
<DEPRECIATION>                                 2143
<TOTAL-ASSETS>                                 5970
<CURRENT-LIABILITIES>                          3508
<BONDS>                                         0
                           0
                                    1240
<COMMON>                                         29
<OTHER-SE>                                      625
<TOTAL-LIABILITY-AND-EQUITY>                   5970
<SALES>                                        2519
<TOTAL-REVENUES>                               2519
<CGS>                                          1458
<TOTAL-COSTS>                                  1010
<OTHER-EXPENSES>                                0
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                               49
<INCOME-PRETAX>                                  2
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                              0
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                     2
<EPS-BASIC>                                   .00
<EPS-DILUTED>                                   .00



</TABLE>


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