<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
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 1-10694
---------------------------------
VISX, INCORPORATED
(Exact name of registrant as specified in its charter)
---------------------------------
DELAWARE 06-1161793
-------- ----------
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
3400 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (408) 733-2020
--------------
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
----- -----
Total number of shares of common stock outstanding as of July 31, 1997:
15,446,713.
<PAGE> 2
VISX, INCORPORATED
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Condensed Consolidated Interim Balance Sheets as 3
of June 30, 1997 and December 31, 1996
Condensed Consolidated Interim Statements of Operations for the 4
Three Months Ended June 30, 1997 and 1996 and for the Six
Months Ended June 30, 1997 and 1996
Condensed Consolidated Interim Statements of Cash Flows for the Six Months 5
Ended June 30, 1997 and 1996
Notes to Condensed Consolidated Interim Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview 7
Results of Operations 8
Liquidity and Capital Resources 9
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings 9
ITEM 4. Submission of Matters to a Vote of Security Holders 10
ITEM 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
--------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 28,807 $ 24,909
Short-term investments 55,772 64,081
Accounts receivable, net of allowance for doubtful accounts
of $568 and $600, respectively 24,609 17,904
Inventories 6,393 5,848
Prepaid expenses 1,058 553
--------- ---------
Total current assets 116,639 113,295
PROPERTY AND EQUIPMENT, NET 4,186 3,621
OTHER ASSETS 2,731 2,773
--------- ---------
$ 123,556 $ 119,689
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,636 $ 2,385
Accrued liabilities 18,331 18,032
--------- ---------
Total current liabilities 21,967 20,417
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value, 90,000,000 shares authorized;
15,480,988 and 15,424,734 shares issued 155 154
Additional paid-in capital 133,932 133,836
Treasury stock, at cost - 12,800 and 20,000 shares, respectively (287) (462)
Accumulated deficit (32,236) (34,260)
Unrealized holding gain (loss) on available-for-sale securities 25 4
--------- ---------
Total stockholders' equity 101,589 99,272
--------- ---------
$ 123,556 $ 119,689
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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<PAGE> 4
VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------ ------------------------
1997 1996 1997 1996
-------- ------- -------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
REVENUES:
System sales $ 8,176 $15,422 $ 18,273 $24,901
Royalties, service and other revenues 7,419 4,131 13,065 6,208
-------- ------- -------- -------
Total revenues 15,595 19,553 31,338 31,109
-------- ------- -------- -------
COSTS AND EXPENSES:
Cost of revenues 4,558 8,470 11,022 14,242
Marketing, general and administrative 5,872 5,079 11,187 8,642
Research, development and regulatory 2,594 2,099 4,706 3,959
-------- ------- -------- -------
Total costs and expenses 13,024 15,648 26,915 26,843
-------- ------- -------- -------
Income from operations 2,571 3,905 4,423 4,266
Interest and other income 1,162 1,043 2,377 1,960
Litigation settlement (4,500) -- (4,500) --
-------- ------- -------- -------
Income (loss) before provision (benefit) for taxes (767) 4,948 2,300 6,226
on income (loss)
Provision (benefit) for taxes on income (loss) (92) 396 276 396
-------- ------- -------- -------
Net income (loss) $ (675) $ 4,552 $ 2,024 $ 5,830
======== ======= ======== =======
Net income (loss) per share $ (0.04) $ 0.28 $ 0.13 $ 0.36
======== ======= ======== =======
Weighted average number of shares and equivalents
outstanding 15,454 16,059 15,849 16,045
======== ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
Page 4
<PAGE> 5
VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six months ended
June 30,
-------------------------
1997 1996
-------- --------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,024 $ 5,830
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 892 383
Increase (decrease) in cash flows from changes in operating assets and
liabilities:
Accounts receivable (6,705) (7,370)
Inventories (545) 63
Prepaid expenses (505) (479)
Other assets (247) (2,400)
Accounts payable 1,251 (194)
Accrued liabilities 299 7,901
-------- --------
Net cash provided by (used in) operating activities (3,536) 3,734
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,168) (1,307)
Purchase of short-term investments (40,070) (21,091)
Proceeds from maturities of short-term investments 48,400 11,115
-------- --------
Net cash provided by (used in) investing activities 7,162 (11,283)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 900 1,714
Repurchases of common stock, net of shares used for option exercises (628) --
-------- --------
Net cash provided by financing activities 272 1,714
-------- --------
Net increase (decrease) in cash and cash equivalents 3,898 (5,835)
Cash and cash equivalents, beginning of period 24,909 32,332
-------- --------
Cash and cash equivalents, end of period $ 28,807 $ 26,497
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
Page 5
<PAGE> 6
VISX, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
The accompanying interim financial statements and related notes should be read
in conjunction with the financial statements and related notes included in the
Company's 1996 Annual Report and Form 10-K.
1. BASIS OF PRESENTATION:
The Condensed Consolidated Interim Financial Statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These Condensed Consolidated
Interim Financial Statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
The Condensed Consolidated Interim Financial Statements included herein reflect,
in the opinion of management, all adjustments (consisting primarily only of
normal recurring adjustments) necessary to present fairly the results for the
interim period.
2. NET INCOME (LOSS) PER SHARE:
Net income per share is computed based on the weighted average number of common
shares and dilutive common share equivalents outstanding using the treasury
stock method. Fully diluted net income per share is substantially the same as
primary net income per share. Net loss per share is computed based on the
weighted average number of common shares outstanding, excluding dilutive common
share equivalents since their impact would reduce the net loss per share.
Basic net income (loss) per share calculated in accordance with FASB Statement
No. 128 "Earnings Per Share" is $(0.04) and $0.30 per share for the three month
periods ended June 30, 1997 and 1996, respectively and $0.13 and $0.38 per share
for the six month periods ended June 30, 1997 and 1996, respectively. Diluted
net income (loss) per share calculated in accordance with FASB Statement No. 128
is $(0.04) and $0.28 per share for the three month periods ended June 30, 1997
and 1996, respectively and $0.13 and $0.36 per share for the six month periods
ended June 30, 1997 and 1996, respectively.
3. INVENTORIES (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---------- ------------
(unaudited)
<S> <C> <C>
Raw materials and subassemblies $3,099 $3,747
Work in process 2,729 1,637
Finished goods 565 464
------ ------
Total $6,393 $5,848
====== ======
</TABLE>
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4. LITIGATION
See Part II - Other Information, Item 1 - Legal Proceedings for a discussion of
new proceedings and new developments on previously disclosed proceedings.
5. REPORTING COMPREHENSIVE INCOME
In July, 1997 the Statement of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income" ("SFAS 130") was issued and is effective for fiscal years
ending after December 15, 1997. Adoption is not expected to have a material
effect on the Company's financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") contains forward-looking statements that involve
risks and uncertainties. The Company's actual results of operations could differ
materially from those anticipated in such forward-looking statements as a result
of various factors, including those identified below. In particular, the factors
set forth in the Company's 1996 Annual Report and Form 10-K under "Business -
Market Acceptance of Laser Vision Correction," "- Reliance on Patents and
Proprietary Technology," "- Risks Relating to Pillar Point Partners; Patent
Litigation," "- Government Regulation; Proliferation of Unapproved Lasers," "-
Manufacturing, Components and Raw Materials," "- Competition," and "- Product
Liability and Insurance" and under "Legal Proceedings" may cause the Company's
actual results to vary from those contemplated by certain forward-looking
statements set forth in this report and should be considered carefully in
addition to other information presented in this report. This MD&A should be read
in conjunction with the MD&A included in the Company's 1996 Annual Report and
Form 10-K.
OVERVIEW
VISX is engaged in the design and development of proprietary technologies and
systems for laser vision correction and has been manufacturing such systems
since 1987. The U.S. Food and Drug Administration ("FDA") granted pre-market
approval ("PMA") for use of the VISX System for phototherapeutic keratectomy
("PTK") on September 29, 1995, for photorefractive keratectomy treatment of low
to moderate myopia ("PRK") on March 27, 1996, and for photorefractive
keratectomy treatment of astigmatism ("PRKa") on April 24, 1997.
The Company's future growth and profitability cannot be predicted with certainty
and will be influenced by a variety of factors. These factors include the extent
to which laser vision correction is accepted in the United States and key
international markets targeted by the Company, the degree to which Pillar Point
Partners is successful in generating royalty income from patent rights and
defending against legal challenges relating to its structure and operation,
developments in patent litigation both in support of the Company's patents and
in defense of claims of infringement, developments with respect to other
litigation to which the Company is a party or in which it may become involved,
competition from lasers that have not received FDA PMA for United States
commercial sales and competition from other vision correction products and
procedures which are currently in use or may be developed and introduced in the
future. Results of operations in the current or any prior fiscal period should
not be considered as indicative of results to be expected for any future fiscal
period.
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RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- ----------------------------
REVENUE 1997 1996 Change 1997 1996 Change
- ------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
System sales ........................ 8,176 15,422 (47%) 18,273 24,901 (27%)
Percent of revenue ............. 52.4% 78.9% 58.3% 80.0%
Royalties, service & other revenues . 7,419 4,131 80% 13,065 6,208 110%
Percent of revenue ............. 47.6% 21.1% 41.7% 20.0%
Total ............................... 15,595 19,553 (20%) 31,338 31,109 1%
</TABLE>
For the second quarter and first half of 1997, increased system sales in
international markets were more than offset by declines in the U.S. market. Unit
shipments of systems in the U.S. in the second quarter of 1997 were
significantly below the level reached in the prior year. In addition, for both
the second quarter and first half of 1997 average prices in the U.S. were lower
primarily as the result of trade-in discounts the Company offered to owners of
Summit and unapproved lasers.
Royalties, service and other revenues increased due to growth in royalty
revenue.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ----------------------------
COSTS & EXPENSES 1997 1996 Change 1997 1996 Change
----- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Cost of revenues ......... 4,558 8,470 (46%) 11,022 14,242 (23%)
Percent of revenue .. 29.2% 43.3% 35.2% 45.8%
Marketing, gen'l and admin 5,872 5,079 16% 11,187 8,642 29%
Percent of revenue .. 37.6% 26.0% 35.7% 27.8%
R&D and regulatory ....... 2,594 2,099 24% 4,706 3,959 19%
Percent of revenue .. 16.7% 10.7% 15.0% 12.7%
</TABLE>
Gross profit margins were higher as the result of increased royalty revenue,
which has no associated cost of revenue. Reductions in units produced and
reductions in manufacturing costs resulted in the gross margin on system sales
remaining comparable with the prior year. Marketing, general and administrative
expenses increased mainly as the result of higher patent related legal expenses.
Research & development costs increased 42% in the first half of 1997 over the
comparable period of 1996 as the result of higher spending to develop new
products and technologies. Regulatory costs declined 11% over the comparable
periods due to improved efficiency.
Interest and other income increased due to higher interest income generated on
additional cash provided by operations during 1996. In June, 1997 the Company
settled all outstanding U.S. and international patent disputes between itself
and Summit Technology, Inc. ("Summit"). The settlement required an exchange of
payments resulting in a net payment of $4,500,000 to Summit which was recorded
as litigation settlement expense.
The provision for income taxes covers alternative minimum taxes due under
Federal statutes and state taxes at regular rates, net of credits anticipated.
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<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments ("cash") and working capital
were as follows.
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
Cash, cash equivalents and short-term investments.... $84,579 $88,990
Working capital...................................... 94,672 92,878
</TABLE>
To continue to promote placement of systems and increase procedure royalty
revenue, longer payment terms (such as three or six months) were extended on a
significant number of the systems shipped in the fourth quarter of 1996 and the
first quarter of 1997. As a result, during the first quarter of 1997 accounts
receivable increased and cash declined. In the second quarter of 1997 accounts
receivable held fairly steady and cash was unchanged despite a $4,500,000 net
payment to Summit related to settlement of litigation. The balance in accounts
receivable is expected to decline somewhat as payment for shipments with
extended terms are received in the second half of 1997.
Purchases of short-term investments represent reinvestment of the proceeds from
maturities of short-term investments and investment of cash and cash equivalents
into short-term investments.
The Company anticipates that its current cash, cash equivalents and short-term
investments, as well as anticipated cash flows from operations, will be
sufficient to meet its working capital and capital equipment needs at least
through the next twelve months.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
VISX is a party to a number of patent-related legal proceedings in the United
States and in several international jurisdictions. Adverse determinations in one
or more of such proceedings could limit or restrict VISX from manufacturing,
marketing or selling its products in certain countries, limit VISX's ability to
collect equipment and use royalties in certain markets and have a material,
adverse effect on VISX's business, financial position and results of operations.
VISX is also a party to various other legal proceedings. For a complete
description of legal proceedings, see VISX's annual report on Form 10-K for the
year ended December 31, 1996 and report on Form 10-Q for the quarter ended March
31, 1997. During the quarter ended June 30, 1997, there were no material
developments with respect to such previously existing proceedings, except as
follows.
PATENT PROCEEDINGS AND LITIGATION
LICENSE AND SETTLEMENT AGREEMENTS
On March 28, 1997 and May 27, 1997, VISX entered into patent license agreements
for the use of certain VISX patents for laser vision correction outside of the
United States with Autonomous Technologies Corporation ("Autonomous") and
LaserSight Incorporated ("LaserSight"), respectively. Patent lawsuits initiated
by VISX against Autonomous in the United Kingdom and by Autonomous against VISX
in Canada were dismissed as a result of the license agreement. A patent lawsuit
initiated by VISX against LaserSight in Canada was discontinued in connection
with the license agreement. In
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return for the licenses, Autonomous and LaserSight each agreed to pay royalties
to VISX on the sales of their systems worldwide, excluding the United States.
On June 17, 1997 VISX and Summit Technology, Inc. ("Summit") settled all
outstanding U.S. and international patent disputes between them, including the
infringement litigation in Delaware related to Summit's Azema patent and in
Canada related to VISX's L'Esperance patents. Under the settlement, VISX and
Summit released each other and their customers from claims of past infringement
and cross-licensed each other's foreign patents in the field of laser ablation
of corneal tissue. In addition, as part of the agreement, an exclusive license
to the relevant U.S. Azema patents was contributed to Pillar Point Partners
("Pillar Point"). The settlement required an exchange of payments resulting in a
net payment of $4.5 million to Summit. Excluded from the settlement was the
lawsuit brought by VISX Partner, Inc. against Summit in Massachusetts in
connection with partnership matters.
As additional consideration for the settlement described above, Summit agreed to
drop its oppositions to VISX's patents in Europe and VISX agreed to dismiss its
patent infringement lawsuit against Summit in Canada.
NEW MATTERS
John Taboada v. Stephen L. Trokel, VISX, et al. 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 the first two counts of the complaint, 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 the '388 patent, charges defendants
with infringement of the '388 patent, and seeks monetary damages and injunctive
relief. VISX and the other defendants believe that Taboada's complaint is
without merit and intend to vigorously defend it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
a) The Company held its Annual Meeting of Stockholders on May 16, 1997.
b) The meeting involved the election of the entire Board of five directors.
The directors elected, and the tabulation of votes as to each of them,
were as follows:
<TABLE>
<CAPTION>
NAME FOR AGAINST
---- --- -------
<S> <C> <C>
Elizabeth H. Davila 13,061,949 31,248
Glendon E. French 13,061,549 31,648
John W. Galiardo 13,063,949 29,248
Mark B. Logan 13,061,749 31,448
Richard B. Sayford 13,062,949 30,248
</TABLE>
There were no abstentions or non-votes for any of the director nominees.
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c) The meeting also involved a vote with respect to ratification of the
appointment of Arthur Andersen LLP as auditors of the Company for 1997, and
votes on such proposal were cast as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
<S> <C> <C> <C>
13,071,134 10,422 11,641 -0-
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits.
Ex. 27 Financial Data Schedule
b) Reports on Form 8-K.
Since March 31, 1997, the Company has filed the following Report on
Form 8-K:
On July 1, 1997, a Form 8-K was filed regarding the settlement
agreement entered into on June 17, 1997 by and between Summit
Technology, Inc. and VISX, Incorporated. See "Legal Proceedings -
Patent Proceedings and Litigation."
Page 11
<PAGE> 12
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.
VISX, Incorporated
(Registrant)
August 7, 1997 /s/ MARK B. LOGAN
- ---------------------- ----------------------------------
(Date) Mark B. Logan
Chairman of the Board and
Chief Executive Officer
August 7, 1997 /s/ TIMOTHY R. MAIER
- ---------------------- ----------------------------------
(Date) Timothy R. Maier
Vice President and
Chief Financial Officer (principal
financial and accounting officer)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------ --------
<S> <C>
27.0 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 28,807
<SECURITIES> 55,772
<RECEIVABLES> 25,177
<ALLOWANCES> (568)
<INVENTORY> 6,393
<CURRENT-ASSETS> 116,639
<PP&E> 7,914
<DEPRECIATION> (3,728)
<TOTAL-ASSETS> 123,556
<CURRENT-LIABILITIES> 21,967
<BONDS> 0
0
0
<COMMON> 155
<OTHER-SE> 101,434
<TOTAL-LIABILITY-AND-EQUITY> 123,556
<SALES> 18,273
<TOTAL-REVENUES> 31,338
<CGS> 11,022
<TOTAL-COSTS> 11,022
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (32)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,300
<INCOME-TAX> 276
<INCOME-CONTINUING> 2,024
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,024
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.13
</TABLE>
