<PAGE> 1
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: MARCH 31, 1998
--------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 0-16937
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SUMMIT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-897945
------------------------------- -----------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
21 Hickory Drive, Waltham, Massachusetts 02154
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(Address of principal executive officer) (Zip Code)
(781) 890-1234
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock and Common Share Purchase Rights
---------------------------------------------
(Title of Class)
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.
X YES NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
On April 30, 1998, 31,276,063 shares of common stock, par value $.01 per share
were outstanding.
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
(UNAUDITED)
MAR. 31, Dec. 31,
1998 1997
===================================================================================================
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 17,371 $ 33,720
Short-term investments 28,953 26,770
Receivables, net of allowances 10,954 8,896
Inventories 13,749 14,494
Prepaid expenses and other current assets 3,093 2,533
Due from related party 157 4
Restricted cash - 1,264
---------------------------
Total current assets 74,277 87,681
Long-term investments 26,177 13,583
Property and equipment, net 8,815 8,593
Patents, net 4,653 4,769
Other assets 477 477
- ---------------------------------------------------------------------------------------------------
TOTAL ASSETS $114,399 $115,103
====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,226 $ 4,482
Accrued expenses 7,072 7,197
Current maturities of long-term debt 5,120 5,142
Deferred revenue 2,467 2,937
Due to related party 191 28
---------------------------
Total current liabilities 18,076 19,786
Long-term debt, less current maturities 3,814 6,330
- ---------------------------------------------------------------------------------------------------
Total liabilities 21,890 26,116
- ----------------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock, $.01 par value. Authorized 5,000,000 shares - -
Common stock, $.01 par value. Authorized 60,000,000
shares; Issued 31,300,752 shares in 1998
and 31,299,803 in 1997 313 313
Additional paid-in capital 153,985 153,982
Accumulated deficit (60,136) (60,313)
---------------------------
94,162 93,982
Net unrealized loss on investment (133) (4,835)
Treasury stock, at cost, 256,125 shares
in 1998 and 6,125 shares in 1997 (1,520) (160)
- ---------------------------------------------------------------------------------------------------
Total stockholders' equity 92,509 88,987
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $114,399 $115,103
===================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
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SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
(UNAUDITED)
FIRST QUARTER
====================================================================================
1998 1997
<S> <C> <C>
Net revenues:
Systems $ 3,288 $ 1,408
License fees, service and other 6,835 5,207
Contact lens and related products 11,717 11,738
----------------------
Total net revenues 21,840 18,353
Cost of revenues 13,308 11,981
----------------------
Gross profit 8,532 6,372
----------------------
Operating expenses:
Selling, general and administrative 6,320 4,949
Research and development 1,838 1,723
Legal 855 1,502
----------------------
Total operating expenses 9,013 8,174
----------------------
Operating income (loss) (481) (1,802)
Other income 682 493
----------------------
Income (loss) before provision for income taxes 201 (1,309)
Provision for income taxes 24 91
- ------------------------------------------------------------------------------------
Net income (loss) $ 177 $(1,400)
====================================================================================
Basic and diluted earnings (loss) per share $ 0.01 $ (0.05)
Weighted average number of common
shares used for basic earnings
(loss) per share calculation 31,082 31,020
====================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
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SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997
(IN THOUSANDS)
(UNAUDITED)
FIRST QUARTER
===============================================================================
1998 1997
Net income (loss) $ 177 $(1,400)
Net unrealized gain on investment 4,702 -
Provision for income taxes at 39% 1,834 -
----------------------
2,868 -
- -------------------------------------------------------------------------------
Comprehensive income (loss) $3,045 $(1,400)
===============================================================================
See accompanying notes to consolidated financial statements.
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SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
FIRST QUARTER
1998 1997
==============================================================================================
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 177 $ (1,400)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Depreciation and amortization 837 1,105
Changes in operating assets and liabilities:
Accounts receivable, net (2,058) (112)
Inventories, net 745 (236)
Prepaid expenses and other current assets (560) 610
Accounts payable (1,256) 328
Accrued expenses (125) 70
Deferred revenue (470) 163
Related party, net 10 (92)
Discontinued operations - 1,054
- ----------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities (2,700) 1,490
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in short-term investments (2,183) (10,282)
(Increase) decrease in long-term investments (7,892) 8,422
Additions to property and equipment (943) (917)
Decrease in restricted cash 1,264 139
- ----------------------------------------------------------------------------------------------
Net cash used by investing activities (9,754) (2,638)
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (2,538) (1,313)
Proceeds from exercise of stock options - 11
Proceeds from other shares issued 3 75
Purchases of treasury stock (1,360) -
- ----------------------------------------------------------------------------------------------
Net cash used by financing activities (3,895) (1,227)
- ----------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents (16,349) (2,375)
Cash and cash equivalents at beginning of period 33,720 44,013
- ----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 17,371 $ 41,638
==============================================================================================
Supplemental cash flow information:
Interest paid $ 336 $ 378
Income taxes paid $ 24 $ 59
==============================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
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SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS
Summit Technology, Inc. and subsidiaries (the "Company") develops, manufactures
and markets ophthalmic laser systems designed to correct common vision disorders
such as nearsightedness, farsightedness and astigmatism. The Company also
collects per procedure license fees from users of its systems and participates
in per procedure license fees payable to Pillar Point Partners, a partnership,
formed by the Company and VISX, Inc. ("VISX") to hold certain U.S. patents
covering excimer laser systems and procedures. Through its wholly-owned
subsidiary, Lens Express, Inc., the Company primarily sells contact lenses and
related products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying consolidated financial statements have
been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of the
Company, these consolidated financial statements contain all adjustments
(consisting of only normal, recurring adjustments) necessary to present fairly
the consolidated financial position of the Company at March 31, 1998 and the
results of operations and cash flows for the three months ended March 31, 1998.
The accompanying consolidated financial statements and related notes should be
read in conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 1997. The results of operations for the three months ended
March 31, 1998 are not necessarily indicative of the results to be expected for
the full year.
Net Income (loss) Per Share: Basic earnings (loss) per share are computed by
dividing net income (loss) by the weighted-average number of common shares
outstanding during the year. The number of shares used to compute basic earnings
(loss) per share were (in thousands) 31,082 for the first quarter of 1998 and
31,020 for the first quarter of 1997. Diluted earnings (loss) per share includes
the effect of all dilutive potential common shares that were outstanding during
the period. Diluted earnings (loss) per share are computed by dividing net
income (loss) by the weighted-average number of common shares and dilutive
securities. The number of shares used to compute diluted earnings (loss) per
share were (in thousands) 31,096 for the first quarter of 1998. Diluted loss per
share was not reported for the first quarter of 1997 because the results produce
an antidilutive result.
New Accounting Standards: The Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, Reporting Comprehensive Income at the beginning of
fiscal 1998. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements.
The Company will adopt SFAS No. 131, Disclosure about Segments of an Enterprise
and Related information in the fourth quarter of 1998. SFAS No. 131 establishes
standards for the way that public business enterprises report selected
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial statements. SFAS No. 131 is not expected to have a material
impact on the Company's financial position or results of operations.
Reclassifications: Prior to 1998, the Company recorded gross license fee
revenues upon allocation from Pillar Point Partners and the net license fee
liability owed to Pillar Point Partners as cost of revenues. Administrative
expenses paid to Pillar Point Partners were classified as operating expenses as
incurred. Effective January 1, 1998, license fee revenues due the Company from
Pillar Point Partners are recorded net of license fees payable to Pillar Point
Partners and net of related expenses. Certain prior year information has been
reclassified to conform with present year presentation of data.
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3. DISCONTINUED OPERATIONS
On August 18, 1997, the Company sold Refractive Centers International, Inc.,
(RCII) a wholly owned subsidiary of the Company , to LCA-Vision Inc. (LCA) in
exchange for 16,164,361 newly issued shares of LCA common stock. RCII owned and
operated the Company's vision center business. The sale of the discontinued
operation resulted in a net gain of $10.7 million in 1997, which includes a gain
on the sale of net assets held for discontinued operation and accruals for other
estimated costs to be incurred in connection with the sale of RCII and
distribution of LCA common stock. On December 29, 1997, the Company distributed
9,000,000 shares of LCA common stock to its shareholders in the form of a
dividend. A dividend of one share of common stock of LCA was issued for every
3.5 (approximate) shares of the Company's common stock outstanding. The
remaining shares, which represent approximately 19.5 percent of LCA's
outstanding shares, will be held by the Company and may not be sold prior to May
17, 1998.
Accordingly, the remaining shares have been classified as a long-term
investment. The operating loss from discontinued operations for the year ended
December 31, 1997 was $3.3 million.
4. INVENTORIES
Inventories consist of the following:
Mar. 31, Dec. 31,
(in thousands) 1998 1997
=================================================================
Raw materials and subassemblies $ 3,210 $ 3,195
Work in process 1,566 2,147
Finished goods 8,973 9,152
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Total $13,749 $14,494
=================================================================
5. CONTINGENCIES
Pillar Point Partners Antitrust And Patent Litigation. Pillar Point Partners,
the Company, VISX and certain affiliates of the Company and VISX are presently
involved in a series of patent and antitrust lawsuits which have been
administratively consolidated for pretrial purposes in the United States
District Court for the District of Arizona by the Federal Judicial Panel on
Multidistrict Litigation ("MDL Panel"). These cases are presently pending as IN
RE: PILLAR POINT PARTNERS ANTITRUST AND PATENT LITIGATION (CIVIL ACTION NO. MDL
1202) and are described below.
Patent Litigation. Pillar Point Partners commenced patent infringement
litigation against certain ophthalmologists believed to have used or be using
homemade laser systems not licensed under patents held by Pillar Point Partners,
as well as one alleged manufacturer of such laser systems. These actions were
originally pending as PILLAR POINT PARTNERS, et al. v. DAVID DULANEY, et al.
(U.S. DISTRICT COURT, DISTRICT OF ARIZONA, CIVIL ACTION NO. 96-2051PHXPGR) and
PILLAR POINT PARTNERS, et al. v. JON G. DISHLER, et al. (U.S. DISTRICT COURT,
DISTRICT OF COLORADO, CIVIL ACTION NO. 96-N-2351). The defendants in the Dulaney
and Dishler actions have asserted counterclaims seeking declarations that the
patents in suit are invalid and unenforceable. Those defendants have also raised
antitrust and Lanham Act counterclaims.
In July, 1997, John Taboada filed a complaint in the United States District
Court for the Western District of Texas against Stephen L. Trokel, VISX, VISX
Partner, Inc., Summit Partner, Inc., and Pillar Point Partners. In December,
1997, Taboada amended his complaint to include the Company as an additional
defendant. Taboada seeks a declaration that he is either the sole inventor or a
joint inventor of U.S. Patent No. 5,108,388 (the " `388 Patent") which names Dr.
Trokel as the inventor. The `388 Patent has been assigned to VISX and is
licensed to Pillar Point Partners. Taboada also seeks to recover royalties paid
to one or more of the defendants for licenses granted under `388 Patent, charges
defendants with infringement of the `388 Patent, alleges Lanham Act claims, and
seeks monetary damages and injunctive relief. Taboada is opposing the MDL
Panel's transfer of his case to the District of Arizona.
Antitrust Litigation. In June, 1996, a Texas ophthalmologist, Robert G.
Burlingame, sued Pillar Point, VISX, the Company and certain affiliates of VISX
and the Company in the Federal District Court for the Northern District of
California alleging that the defendants have violated and are violating federal
and state antitrust laws. The plaintiff seeks damages of an unspecified amount,
treble damages, attorneys'
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fees and a permanent injunction against future violations. On September 5, 1996,
a Nevada ophthalmologist, John R. Shepherd, through his professional
corporation, commenced a similar lawsuit against the same parties, in the same
court, alleging substantially similar claims and seeking substantially similar
relief. Pillar Point Partners has stated that it believes these California
lawsuits are without merit and is contesting the suits vigorously. Plaintiff's
counsel in the Shepherd case has indicated that he intends to seek certification
of the case as a class action.
On November 5, 1997, Antoine Garabet, M.D., Inc. and Abraham Shammas, M.D.,
d/b/a Laser Eye Center, sued Pillar Point, VISX, the Company and certain
affiliates of VISX and the Company in the Federal District Court for the
Northern District of California seeking a declaratory judgment that the patents
held by Pillar Point are invalid and unenforceable on account of alleged
antitrust violations and alleging fraud in connection with certain of the
Company's sales and marketing activities. The plaintiffs seek compensatory
damages of at least $48,585.69, punitive damages of an unspecified amount,
injunctions against enforcement of the Pillar Point patents and against alleged
continuing violations of the antitrust laws, attorneys' fees and costs.
Unconsolidated Cases. Two patent infringement cases commenced by Pillar Point,
one against an illegal manufacturer of homemade laser systems not licensed under
the Pillar Point patents and one against an individual believed to be inducing
infringement of such patents, have not been consolidated by the MDL Panel. These
cases are presently as PILLAR POINT PARTNERS, et al. v. JUI-TENG LIN, et al.
(U.S. DISTRICT COURT, MIDDLE DISTRICT OF FLORIDA, CIVIL ACTION NO.
97-54-CV-ORL-22); and PILLAR POINT PARTNERS, et al. v. WILLIAM D. APPLER (U.S.
DISTRICT COURT, DISTRICT OF COLUMBIA, CIVIL ACTION NO. 1:96CV02082). The APPLER
case has been settled.
In late March and April, 1998, several actions brought under the Cartwright Act
and California unfair competition laws were commenced against the Company and
VISX, Incorporated in Superior Court of Santa Clara County by B.J. Snyder, Paula
Mobsby, Carmen Ocariz, and Jocelyn Joseph. Other similar suits have recently
been brought against the Company, Summit Partner, Inc., VISX, Incorporated, VISX
Partner, Inc., and Pillar Point Partners in Superior Court of Santa Clara County
by Martin Hermans and against the same parties, as well as other individual
defendants, in Superior Court of San Diego County by James Ballard. The suit
brought by Martin Hermans purports to be a class action on behalf of all
similarly situated consumers in California and in twelve other states and the
District of Columbia who have undergone laser vision correction surgery using
equipment sold or otherwise disposed of by defendants, based on the antitrust
laws of those jurisdictions. Each of the other suits noted above purports to be
a class action on behalf of an unspecified class of all similarly situated
consumers who have undergone laser vision correction procedures. The complaints
in these actions allege, inter alia, price-fixing, monopolization, attempted
monopolization, conspiracy to monopolize, unjust enrichment, conversion,
accounting, fraud and deceit, and negligent misrepresentation. These actions
seek, inter alia, treble damages, restitution and disgorgement of alleged
ill-gotten gains, punitive and exemplary damages, costs of suit, attorneys'
fees, pre-judgment and post-judgment interest, and various forms of equitable
relief. The Company is presently studying these complaints. The Company
understands that other, similar suits have been filed against the Company -
including one filed in Superior Court of Santa Clara County by Helen Thomas on
behalf of a class of similarly situated persons who have received laser vision
correction surgery - but it has not yet been served with a complaint in any such
suit.
In April, 1998, Metropolitan Eye Center and Outpatient Surgical Facility, Inc.,
of Clair Shores, Michigan commenced an action in Superior Court of Santa Clara
County under the Cartwright Act and California unfair competition laws against
the Company, VISX, Incorporated, Summit Partner, Inc., and VISX Partner, Inc.
The case purports to be a class action on behalf of all individuals or entities
that have paid licensing fees to defendants for use of an excimer laser. The
complaint alleges, inter alia, treble damages, restitution and disgorgement of
alleged ill-gotten gains, costs of suit, attorneys' fees, pre-judgment and
post-judgment interest, and various forms of equitable relief. The Company is
presently studying the complaint.
In May, 1998, The Eye Professionals, P.A. of Millville, New Jersey commenced an
action in the Federal District Court for the District of New Jersey against the
Company and VISX, Incorporated. The case purports to be a class action on behalf
of all individuals or entities that have paid a per-procedure fee directly to
either defendant or use of a Summit or VISX laser to perform laser vision
correction surgery. The complaint alleges, inter alia, treble damages, costs of
suit, attorneys' fees, and various forms of equitable relief. The Company is
presently studying the complaint.
In late March, 1998, Janice Camp of Atlanta, Georgia commenced an action in
Federal District Court for the District of Massachusetts against the Company and
VISX, Incorporated. As amended in April, 1998, the complaint adds as a named
plaintiff Jon Singer of Congers, New York. The case has been transferred to
Federal District Court for the District of Arizona for consolidated pretrial
proceedings. The case purports to be a class action on behalf of all
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similarly situated individuals who have undergone laser vision correction
surgery. The complaint alleges, inter alia, price-fixing, monopolization,
conspiracy to monopolize, violations of the Clayton Act, violations of the RICO
Act, and violations of state consumer protection statutes. The action seeks,
inter alia, treble damages, punitive or exemplary damages, costs of suit,
attorneys' fees, and various forms of equitable relief.
In October, 1996, Autonomous Technologies Corporation ("ATC") sued Pillar Point
Partners, the Company and VISX (and certain affiliates of the Company and VISX)
in the Federal District Court for the District of Delaware. In this action,
Autonomous seeks, INTER ALIA, a declaratory judgment that it does not infringe a
certain United States Patent held by Pillar Point Partners, or, alternatively, a
judgment ordering that all U.S. patents held by Pillar Point Partners, together
with their foreign counterparts, be deemed unenforceable and/or be licensed to
Autonomous.
VISX Royalty Action. On August 28, 1996, an affiliate of VISX, purporting to act
on behalf of Pillar Point Partners, commenced a lawsuit against the Company in
the United States District Court for the District of Massachusetts. The suit
alleges that the Company owes equipment royalties to Pillar Point Partners of
not less than $4.5 million together with interest, costs and attorneys' fees.
The Company denies these allegations and is contesting them vigorously. However,
there can be no assurance that the lawsuit will be resolved in the Company's
favor or that an adverse judgment or settlement would not have a material
adverse effect on the results of operations of the Company in the period in
which it occurs.
FTC Proceedings. On March 24, 1998, the Federal Trade Commission ("FTC")
commenced an administrative enforcement proceeding against the Company and VISX
alleging antitrust violations in connection with Pillar Point Partners' patent
arrangements. The FTC also alleged that certain of the patents licensed by VISX
to Pillar Point Partners were fraudulently obtained by VISX. The FTC has not,
however, challenged the validity of any of the Company's patents. The FTC is
seeking, INTER ALIA, an order, dissolving Pillar Point Partners, requiring the
Company and VISX to allow their users to withdraw from their license agreements
with the Company and VISX and requiring that VISX cease charging royalties on
the patents alleged by the FTC to have been fraudulently obtained. The FTC does
not seek monetary damages. This action is presently pending before the FTC as IN
THE MATTER OF SUMMIT TECHNOLOGY, INC., A CORPORATION, AND VISX, INC., A
CORPORATION, Docket No. 9286. An administrative hearing on this matter is
presently scheduled to commence on October 13, 1998. The Company believes that
the FTC's antitrust allegations are without merit and is contesting them.
However, there can be no assurance that this action will be resolved in the
Company's favor or that an adverse judgment or settlement would not have a
material adverse effect on the Company.
Seriani Litigation. On October 26, 1992, Joseph Seriani brought suit against
Lens and certain of its former shareholders in the Florida Circuit Court. The
suit alleged violations of the Florida Civil Remedies for Criminal Practices Act
- - the Florida civil RICO statute - based on events which allegedly occurred in
the mid-1980s. Seriani's claims against Lens were dismissed several times for
failure to state a viable claim, but in each instance with leave to amend and
refile. On May 15, 1996, the date of the Company's acquisition of Lens, Seriani
and his wife Rhonda Seriani filed an amended complaint which included the
Company as an additional defendant. On November 25, 1996, the Serianis
voluntarily dismissed their action against the Company and on March 7, 1997
voluntarily dismissed their action against the remaining defendants, in each
case without prejudice. On March 24, 1997, the Serianis commenced a new lawsuit
against Lens and others in the United States District Court for the Southern
District of Illinois, alleging substantially similar claims. The Company
believes that the Serianis' suits against the Company and Lens are and were
without merit.
Lens Express Employee Litigation. On or about February, 1997, a former employee
allegedly filed an administrative complaint with the Florida Commission on Human
Relations against Lens and a former employee of Lens, alleging sexual
discrimination and harassment by the former employee, retaliatory demotion, and
constructive discharge. On or about May, 1997, a current employee filed an
administrative complaint with the same Florida agency, also alleging sexual
discrimination and harassment by the same former employee. The Florida
Commission referred both complaints to the U.S. Equal Employment Opportunity
Commission for investigation. No investigations were completed before each
complainant, represented by the same counsel, sued Lens and the former employee
in Florida Circuit Court on or about September, 1997. Each complaint alleges
sexual discrimination and harassment under the Florida Civil Rights Act and
various other state common law claims; the former employee also alleges
retaliatory demotion under the Florida Civil Rights Act. Each plaintiff seeks a
court order prohibiting such alleged discrimination as well as unspecified
compensatory and punitive damages. Lens has answered each complaint, denying the
allegations. While Lens believes the claims to be without merit, there can be no
assurance that it will prevail in either litigation. Lens cannot predict the
range of possible compensatory damages, if any, or whether punitive damages may
be assessed.
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Lens Express Woodstock Litigation. On or about April, 1997, three current and
two former employees sued Lens, ten employees and four former employees,
alleging racial discrimination under 42 USC ss. 1981. The plaintiffs seek an
unspecified amount of compensatory damages, punitive damages, lost wages and a
court order declaring the alleged conduct unlawful. Lens and the other employees
have denied the allegations; the former employees apparently have never been
served with the complaint. After the Court sua sponte dismissed the complaint
for improper pleading and Lens moved to dismiss the second amended complaint,
plaintiffs filed a third amended complaint, which alleges the same causes of
action. This case is presently pending as WOODSTOCK, et al. v. LENS EXPRESS,
INC., et al., In the United States District Court for the Southern District of
Florida, Case No. 97-6529-Civ-Hurley. Lens intends to move to dismiss the third
amended complaint as well. While Lens believes the claims to be without merit,
there can be no assurance that it will prevail. Lens cannot predict the range of
possible compensatory damages, if any, or whether punitive damages may be
assessed.
Shareholder Actions. Between August, 1996 and February, 1997 various shareholder
actions were commenced against the Company and certain of its officers in the
United States District Court for the District of Massachusetts (the "District of
Massachusetts") claiming, among other things, violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 arising out of public statements
made by defendants. The actions were consolidated, by order of the Court entered
December 2, 1996, as IN RE SUMMIT TECHNOLOGY SECURITIES LITIGATION, Civil Action
No. 96-11589-JCT (the "Securities Litigation"). Plaintiffs seek certification of
the action as a class action on behalf of all purchasers of the Company's common
stock, other than defendants and certain affiliated persons and entities,
between March 31, 1995 and July 3, 1996. They seek unspecified damages,
interest, costs and expenses.
On October 1, 1996 an additional action was commenced in the District of
Massachusetts against the Company, its directors, certain of its officers and
the four underwriters of the Company's October, 1995 Common Stock offering
claiming violations of Sections 11, 12(2) and 15 of the Securities Act of 1933
arising out of alleged material misstatements of fact in the Registration
Statement issued in connection with the offering. The action was coordinated
with the Securities Litigation by order of the Court dated December 2, 1996. It
also seeks unspecified damages, interest, costs and expenses.
On December 20, 1996, a shareholder of the Company filed in the District of
Massachusetts a derivative action, purportedly on behalf of the Company, against
the Company as nominal defendant, its directors and certain of its present or
former officers. This action was consolidated with the Securities Litigation by
order of the Court entered July 22, 1997. The complaint alleges that the conduct
of the individual defendants has exposed the Company to the expense and
inconvenience of defending the Securities Litigation and has harmed the
Company's reputation, thereby limiting its access to capital markets. It also
alleges that the individual defendants improperly traded in the Company's Common
Stock based upon material non-public information.
The Company believes that the allegations in all of the complaints in the
actions described herein are without merit, and it intends to defend the actions
vigorously. There can be no assurance that the Company will not be served with
additional complaints of a similar nature in the future, that the Company will
ultimately prevail in the pending or any possible additional actions, or that
the actions, individually or in the aggregate, will not have a material adverse
effect on the Company.
Lens Express Action. Certain former shareholders of Lens (the "Lens
Shareholders") commenced an action against the Company in the United States
District Court for the Southern District of Florida captioned GOLAN ET AL. V.
SUMMIT TECHNOLOGY, et al., Case No. 97-6589-Ferguson, alleging causes of action
under Section 12 of the Securities Act of 1933 and Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934 and the common law. The Complaint alleges
that material misrepresentations and non-disclosures by the Company caused the
Lens Shareholders to enter into a Merger Agreement with the Company, pursuant to
which the Company acquired all of the outstanding shares of common stock of Lens
Express and that the Company breached the Merger Agreement by failing to
disclose alleged material adverse financial information about the Company and by
failing to take actions which the Lens Shareholders allege was necessary to make
the shares of Summit stock they received in the merger tradeable in the stock
market. Plaintiffs ask that the Merger Agreement be rescinded, that Lens Express
be restored to them and that they be awarded unspecified compensatory and
punitive damages, interest, costs and expenses. By order of the MDL Panel dated
October 9, 1997, the action was transferred to the District of Massachusetts and
consolidated for pretrial purposes with the Securities Litigation. On April 2,
1998, the parties agreed to a settlement of the matter, and the case was
dismissed with prejudice. As part of the settlement, the Company agreed to
privately place with the former Lens shareholders an aggregate of 217,510 shares
of the Company's common stock.
- 10 -
<PAGE> 11
VISX LASIK Action. On November 12, 1997, VISX commenced a lawsuit against the
Company and Pillar Point Partners in the Santa Clara, California Superior Court
seeking a declaratory judgment that VISX was not obligated to pay royalties to
Pillar Point for LASIK procedures performed using VISX equipment. VISX claims no
royalties are due for these procedures because VISX has not received pre-market
approval from the FDA to market its devices for LASIK. The Company disagrees
with VISX's position and has brought a countersuit on behalf of itself and
Pillar Point Partners to recover the royalties which it alleges VISX is
wrongfully withholding. The Company believes that if it prevails in its
counterclaim, applicable provisions of the Pillar Point agreements mandate that
all royalties recovered from VISX will be allocated 100% to the Company rather
than divided between VISX and the Company. In response to the Company's
counterclaim, VISX has asserted a further claim that the Company's sales
activities dating to 1992 constituted unfair and deceptive trade practices. The
Company believes VISX's countersuit is wholly without merit and will contest it
vigorously.
VISX Dissolution Action. On February 17, 1998, an affiliate of VISX commenced an
action in the Santa Clara California Superior Court against an affiliate of the
Company seeking an order dissolving Pillar Point Partners and appointment of a
receiver to wind up its affairs. The Company and its affiliate have
counterclaimed, alleging that the VISX action violates the prohibition against
voluntary dissolution set forth in the Pillar Point agreements. The VISX
complaint and the Company's answer and counterclaim have been filed under seal.
The Company believes that if it prevails on its counterclaims, applicable
provisions of the Pillar Point agreements will entitle it to obtain sole rights
to all of Pillar Point's patents and other assets and to continue the business
of Pillar Point without VISX.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The operations of Summit Technology, Inc. and subsidiaries (the "Company")
presently consist of (i) manufacturing, selling and servicing laser systems and
related products to correct vision disorders; (ii) collecting per procedure
license fees from users of its systems and participating in per procedure
license fees from its ownership in Pillar Point Partners ("Pillar Point
Partners"), a partnership jointly formed by the Company and VISX, Incorporated
("VISX") in 1992; and (iii) selling contact lenses and related products by mail
order through its wholly-owned subsidiary Lens Express, Inc. ("Lens"), which the
Company acquired on May 15, 1996. On August 18, 1997, the Company sold its
wholly-owned subsidiary Refractive Centers International, Inc. ("RCII") to
LCA-Vision Inc. ("LCA") for 16,164,361 shares of LCA common stock. Prior to the
sale, RCII owned and operated the Company's vision center business, which was
accounted for as a discontinued operation in 1996.
The Company is continuing to evaluate its operations and strategies, which may
result in the acquisition by the Company of one or more additional businesses,
or additional dispositions of all or part of one or more of the Company's
businesses.
RESULTS OF OPERATIONS
First Quarter 1998 as compared to First Quarter 1997
- ----------------------------------------------------
Revenues: Revenues for the three months ended March 31, 1998 increased 19% to
$21.8 million from $18.4 million in the three months ended March 31, 1997,
primarily as a result of increased revenues from system sales, license fees,
service and other. Revenues from the Company's vision correction business
increased 53% to $10.1 million in the first quarter of 1998 compared to $6.6
million in the same period a year ago. In the first quarters of 1998 and 1997,
sales of contact lens and related products were $11.7 million.
Cost of Revenues: Cost of revenues as a percentage of revenues decreased to 61%
in first quarter of 1998 from 65% in the first quarter of 1997. This decrease
was primarily attributable to increased manufacturing levels and lower costs of
revenues associated with license fee revenues.
Operating Expenses: Selling, general and administrative expenses in the first
quarter of 1998 were $6.3 million compared to $4.9 million in the same period a
year ago, a 28% increase. Selling, general and administrative expenses as a
percentage of revenues were 29% and 27% in first quarter of 1998 and 1997,
respectively. The Company has been making significant investments in the sales
and marketing areas in order to grow laser vision correction procedure
- 11 -
<PAGE> 12
PART I: FINANCIAL INFORMATION (CONTINUED)
volume. To help offset this increase, the Company has worked aggressively to
reduce its legal expenses. Legal expenses decreased 43% to $.9 million in first
quarter of 1998 from $1.5 million in the first quarter of 1997. Legal expenses
in the first quarters of 1998 and 1997 were primarily related to patent
litigation initiated by the Company to defend its intellectual property, in
defense of Pillar Point Partners and in defense of shareholder litigation.
Research and development expenses in the first quarter of 1998 increased 7% to
$1.8 million from $1.7 million in the first quarter of 1997, primarily as a
result of increased spending on the Company's regulatory efforts.
Net Income (Loss): Net income in the first quarter of 1998 was $177 thousand, or
$0.01 per share, as compared to a net loss of $1.4 million, or $0.05 per share
in the first quarter of 1997. The increase in net income was attributable to
increased gross profits partially offset by higher operating expenses.
Income Taxes: The Company has continued to provide a 100% valuation allowance
against its net deferred tax asset of $20.6 million as of December 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements have been met through external debt and
equity financing. As of March 31, 1998, the Company's cash and cash equivalent
balances and short and long-term investments decreased to $72.5 million from
$74.1 million as of December 31, 1997. Shares of LCA common stock valued at
$12.8 million and $8.1 million were included in long-term investments as of
March 31, 1998 and December 31, 1997, respectively. Working capital decreased to
$56.2 million as of March 31, 1998 from $67.9 million as of December 31, 1997.
In the first quarter of 1998, net cash used by operating activities was $2.7
million compared to net cash provided by operating activities of $1.5 million in
the first quarter of 1997. Net income before depreciation and amortization was
$1.0 million in the first quarter of 1998 compared to a net loss before
depreciation and amortization of $.3 million in the first quarter of 1997.
In the first quarter of 1998, net cash used by investing activities of $9.8
million resulted primarily from an increase in short and long-term investments
of $10.1 million and capital expenditures of $.9 million offset by a decrease in
restricted cash of $1.3 million. In the first quarter of 1997, net cash used by
investing activities of $2.6 million resulted primarily from a net increase in
short and long-term investments of $1.9 million offset by capital expenditures
of $.9 million.
In the first quarter of 1998, net cash used by financing activities of $3.9
million were attributable to repayments of long-term debt of $2.5 million and
purchases of 250,000 shares of treasury stock for $1.4 million. In the first
quarter of 1997, net cash used by financing activities of $1.2 million were
primarily attributable to repayments of long-term debt of $1.3 million.
In March 1996, the Company obtained a $20.0 million unsecured revolving credit
facility. The facility expires in March 1999 and allows the Company to borrow at
LIBOR plus 75 basis points or Prime Rate. At March 31, 1998, the Company had no
borrowings under this facility. Also in March 1996, the Company's then wholly
owned subsidiary, RCII, obtained a $20.0 million unsecured term loan, which was
guaranteed by the Company. In July 1997, the Company and RCII entered into a
Loan Modification Agreement with their lenders pursuant to which, inter alia,
RCII was released from liability and the Company became the principal obligor
under the term loan. At March 31, 1998, $8.8 million of borrowings were
outstanding under this loan.
CAUTIONARY STATEMENTS AND RISK FACTORS AFFECTING FUTURE OPERATING RESULTS
Statements made in this Report contain information about the Company's future
business prospects. These statements are considered "forward-looking" as defined
by the Private Securities Litigation Reform Act of 1995 and are subject to risks
and uncertainties. Important factors that could cause actual results to differ
materially from those set forth in or implied by such forward-looking statements
include competition in the vision correction industry, the uncertain market
acceptance of laser vision correction, risks related to the Company's patent
portfolio, safety and efficacy concerns, risks and uncertainties of litigation
and possible failure to obtain regulatory approvals.
- 12 -
<PAGE> 13
For additional information and risks associated with the Company's business,
please review the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, a copy of which is available from the Company without charge.
- 13 -
<PAGE> 14
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
See Note 5. Contingencies above in the Notes to Consolidated Financial
Statements (Part I, Item 1 of this filing)
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits:
11 Statement Re: Computation of per share earnings
27 Financial Data Schedule (For EDGAR Filing Purposes Only)
b.) Reports of Form 8-K:
During the first quarter of 1998, the Company did not file
any reports on Form 8-K.
- 14 -
<PAGE> 15
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.
SUMMIT TECHNOLOGY, INC.
Date: May 14, 1998 By: /s/ Robert J. Palmisano
-------------------------------
Robert J. Palmisano
Chief Executive Officer
Date: May 14, 1998 By: /s/ Robert J. Kelly
-------------------------------
Robert J. Kelly
Executive Vice President, Chief
Financial Officer and Treasurer
- 15 -
<PAGE> 1
Exhibit 11
SUMMIT TECHNOLOGY, INC.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997
First Quarter
(in thousands, except per share amounts) 1997 1996
- -----------------------------------------------------------------------------
Net income (loss) 177 (1,400)
------- -------
BASIC EARNINGS (LOSS) PER SHARE:
- --------------------------------
Weighted average common shares outstanding 31,082 31,020
------- -------
Net income (loss) per share $ .01 $ (.05)
------- -------
DILUTED EARNINGS (LOSS) PER SHARE:
- ----------------------------------
Weighted average common shares outstanding 31,082 31,020
Weighted average stock options outstanding 14 180
------- -------
Total weighted average common shares outstanding 31,097 31,200
------- -------
Net income (loss) per share $ .01 $ (.04)(A)
------- -------
(A) This computation is submitted as an exhibit to the Company's Form 10-Q in
accordance with Regulation S-K Item 601(b) (11), although presenting the
computation is not in accordance with Statement of Financial Accounting
Standards No. 128, Earnings per Share, because the computation produces an
antidilutive result.
- 16 -
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q FOR THE QUARTER ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
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<CASH> 17,371
<SECURITIES> 28,953
<RECEIVABLES> 11,657
<ALLOWANCES> 703
<INVENTORY> 13,749
<CURRENT-ASSETS> 74,277
<PP&E> 22,664
<DEPRECIATION> 13,849
<TOTAL-ASSETS> 114,399
<CURRENT-LIABILITIES> 18,076
<BONDS> 3,814
0
0
<COMMON> 313
<OTHER-SE> 93,849
<TOTAL-LIABILITY-AND-EQUITY> 114,399
<SALES> 21,840
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<CGS> 13,308
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