<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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 MARCH 31, 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
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VISX, INCORPORATED
(Exact name of registrant as specified in its charter)
---------------------------------------------------------
DELAWARE 06-1161793
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(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
3400 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
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(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
April 30, 1997: 15,366,488.
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VISX, INCORPORATED
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Condensed Consolidated Interim Balance Sheets as 3
of March 31, 1997 and December 31, 1996
Condensed Consolidated Interim Statements of Operations for the 4
Three Months Ended March 31, 1997 and 1996
Condensed Consolidated Interim Statements of Cash Flows for the 5
Three Months Ended March 31, 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 7
Liquidity and Capital Resources 8
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings 9
ITEM 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
</TABLE>
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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>
March 31, December 31,
1997 1996
--------------- ---------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 13,756 $ 24,909
Short-term investments 70,901 64,081
Accounts receivable, net of allowance for doubtful
accounts of $629 and $600, respectively 23,765 17,904
Inventories 5,303 5,848
Prepaid expenses 679 553
--------------- ---------------
Total current assets 114,404 113,295
PROPERTY AND EQUIPMENT, NET 4,035 3,621
OTHER ASSETS 2,742 2,773
--------------- ---------------
$ 121,181 $ 119,689
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,717 $ 2,385
Accrued liabilities 17,441 18,032
--------------- ---------------
Total current liabilities 20,158 20,417
--------------- ---------------
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value, 90,000,000 shares
authorized; 15,424,734 shares issued 154 154
Additional paid-in capital 133,725 133,836
Treasury stock, at cost - 57,269 and 20,000 shares, (1,198) (462)
respectively
Accumulated deficit (31,561) (34,260)
Unrealized holding gain (loss) on
available-for-sale securities (97) 4
--------------- ---------------
Total stockholders' equity 101,023 99,272
--------------- ---------------
$ 121,181 $ 119,689
=============== ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------------
1997 1996
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(unaudited)
<S> <C> <C>
REVENUES:
System sales $ 10,097 $ 9,479
Royalties, service and other revenues 5,646 2,077
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Total revenues 15,743 11,556
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COSTS AND EXPENSES:
Cost of revenues 6,464 5,772
Marketing, general and administrative 5,315 3,563
Research, development and regulatory 2,112 1,860
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Total costs and expenses 13,891 11,195
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Income from operations 1,852 361
Interest and other income 1,215 917
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Income before provision for income taxes 3,067 1,278
Provision for income taxes 368 --
------------- ------------
Net income $ 2,699 $ 1,278
============= ============
Net income per share $ 0.17 $ 0.08
============= ============
Weighted average number of shares and
equivalents outstanding 15,810 16,032
============= ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------------------
1997 1996
------------- ------------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,699 $ 1,278
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 426 174
Increase (decrease) in cash flows from changes in
operating assets and liabilities:
Accounts receivable (5,861) (2,724)
Inventories 545 (1,108)
Prepaid expenses (126) 32
Other assets (114) --
Accounts payable 332 952
Accrued liabilities (591) 4,800
------------- ------------
Net cash provided by (used in) operating activities (2,690) 3,404
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (695) (645)
Purchase of short-term investments (6,921) (12,263)
Proceeds from maturities of short-term investments -- 2,123
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Net cash used in investing activities (7,616) (10,785)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock -- 258
Repurchases of common stock, net of shares used for option (847) --
exercises
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Net cash provided by (used in) financing activities (847) 258
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Net decrease in cash and cash equivalents (11,153) (7,123)
Cash and cash equivalents, beginning of period 24,909 32,332
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Cash and cash equivalents, end of period $ 13,756 $ 25,209
============= ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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VISX, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
MARCH 31, 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 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.
Basic net income per share calculated in accordance with FASB Statement No. 128
"Earnings Per Share" is $0.18 and $0.08 per share for the three month periods
ended March 31, 1997 and 1996, respectively. Diluted net income per share
calculated in accordance with FASB Statement No. 128 is not materially different
from net income per share as reported in the accompanying financial statements.
3. INVENTORIES (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
(unaudited)
<S> <C> <C>
Raw materials and subassemblies .............. $ 2,964 $ 3,747
Work in process .............................. 1,776 1,637
Finished goods ............................... 563 464
------------ ------------
Total ...................................... $ 5,303 $ 5,848
============ ============
</TABLE>
4. LITIGATION
See Part II - Other Information, Item 1 - Legal Proceedings for a discussion
of new proceedings and new developments on previously disclosed proceedings.
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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 such as pending patent litigation against
the Company brought by Summit Technology, Inc. ("Summit"), 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.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------
REVENUE 1997 1996 Change
- ------- ---------- ---------- ----------
<S> <C> <C> <C>
System sales ......................... 10,097 9,479 7%
Percent of revenue ............... 64.1% 82.0%
Royalties, service & other ........... 5,646 2,077 172%
revenues
Percent of revenue ............... 35.9% 18.0%
Total ................................ 15,743 11,556 36%
</TABLE>
In the U.S. market, unit shipments of systems were approximately unchanged from
the prior year, but average prices were lower as the result of trade-in
discounts the Company offered primarily to owners of
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Summit and unapproved lasers. The decline in U.S. revenue was more than offset
by increased system shipments to international markets.
Royalties, service and other revenues increased due to growth in royalty
revenue.
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------
COSTS & EXPENSES 1997 1996 Change
- ---------------- ---------- ---------- ----------
<S> <C> <C> <C>
Cost of revenues ..................... 6,464 5,772 12%
Percent of revenue ............... 41.1% 49.9%
Marketing, gen'l and admin ........... 5,315 3,563 49%
Percent of revenue ............... 33.8% 30.8%
R&D and regulatory ................... 2,112 1,860 14%
Percent of revenue ............... 13.4% 16.1%
</TABLE>
Gross profit margins were higher as the result of increased royalty revenue,
which has no associated cost of revenue, partially offset by a decline in gross
profit margins on system sales. The decline in margins on systems was caused by
lower average sales prices on domestic systems and increased shipments of
systems in international markets where average prices paid to VISX are lower
than in the U.S. because all international systems are sold through
distributors.
Marketing, general and administrative expenses increased mainly as the result of
higher patent related legal expenses. Marketing expenses in the U.S. were also
higher as the result of advertising, marketing support to doctors, and
preparation for direct consumer promotions to begin after the FDA granted
pre-market approval for use of the VISX System for the treatment of astigmatism.
Research & development costs increased 31% as the result of higher spending to
develop new products and technologies. Regulatory costs declined 8% due to
improved efficiency.
Interest and other income increased due to higher interest income generated on
additional cash provided by operations during 1996.
The provision for income taxes covers alternative minimum taxes due under
Federal statutes and state taxes at regular rates, net of credits anticipated.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments ("cash") and working capital
were as follows.
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
<S> <C> <C>
Cash, cash equivalents and short-term investments .... $ 84,657 $ 88,990
Working capital ...................................... 94,246 92,878
</TABLE>
Cash declined and accounts receivable increased due to the extension of six
month payment terms on the majority of systems shipped in the fourth quarter of
1996. Repurchases of common stock during the first quarter of 1997 also
contributed to the decline in cash. To continue to promote placement of systems
and increase procedure royalty revenue, three or six month payment terms were
extended on many of the systems shipped in the first quarter of 1997. As a
result, the balance in accounts receivable is expected to rise and cash is
expected to be used in operating activities until the third quarter when payment
for many of these shipments is expected.
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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 report on Form 10-K for the year
ended December 31, 1996. During the quarter ended March 31, 1997, the following
developments transpired with respect to such proceedings.
PATENT PROCEEDINGS AND LITIGATION: VISX
Canada and the United Kingdom. On March 31, 1997, VISX announced that it had
settled the lawsuit brought against VISX by Autonomous Technologies Corporation
("Autonomous") in Canada in 1996, and the lawsuit brought by VISX against
Autonomous in the United Kingdom in 1996. Pursuant to the settlement, VISX
granted Autonomous a worldwide (excluding United States) license to certain VISX
patents for laser vision correction, and Autonomous agreed to pay royalties to
VISX on the future sales of their system worldwide, excluding the United States.
PATENT PROCEEDINGS AND LITIGATION: PILLAR POINT PARTNERS
Pillar Point Partners, et al. v. LaserSight, Inc. On March 26, 1997, Pillar
Point Partners ("Pillar Point") announced that it had settled the patent
infringement lawsuit against LaserSight, Inc. ("Lasersight"). Pursuant to the
settlement, Pillar Point, VISX and Summit granted LaserSight a release from
liability for patent infringement claims arising before the effective date of
the agreement. Subsequent to the filing of the lawsuit, LaserSight had moved its
sales and manufacturing activities outside the United States. LaserSight agreed
in the settlement to make a nominal payment and to notify Pillar Point before
beginning manufacturing or selling in the United States in the future.
Autonomous Technologies Corporation v. Pillar Point Partners, et al. In
connection with the settlement described above which resulted in a license to
Autonomous of all of VISX's non-U.S. patents, Autonomous agreed to drop the two
claims against VISX for alleged defamation and violation of Delaware's Uniform
Deceptive Practices Act. No changes were made with respect to the other claims
of Autonomous's lawsuit against Pillar Point.
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OTHER PROCEEDINGS AND LITIGATION
Product Liability. VISX has been dismissed from the lawsuit pending in Illinois.
Employment Related. A trial has tentatively been scheduled for October 1997 in
connection with a lawsuit brought by a former employee in 1995 against VISX and
a former officer of VISX.
NEW PROCEEDINGS
Product Liability. In March, 1997 the Company was notified that it is named in a
lawsuit filed in Canada by a patient treated by a surgeon there. That lawsuit
has not yet been served on VISX. The Canadian case is in the early pleading
stages, and there can be no assurance as to the outcome of the suit.
Nevertheless, VISX believes that it has meritorious defenses to the action, and
that its resolution will not have a material adverse effect on the Company's
business, financial position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits.
Ex. 27 Financial Data Schedule
b) Reports on Form 8-K.
None
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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)
May 12, 1997 /s/Mark B. Logan
- ------------ -----------------------------------
(Date) Mark B. Logan
Chairman of the Board and
Chief Executive Officer
May 12, 1997 /s/Timothy R. Maier
- ------------ -----------------------------------
(Date) Timothy R. Maier
Vice President and
Chief Financial Officer (principal
financial and accounting officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 13,756
<SECURITIES> 70,901
<RECEIVABLES> 24,394
<ALLOWANCES> (629)
<INVENTORY> 5,303
<CURRENT-ASSETS> 114,404
<PP&E> 7,442
<DEPRECIATION> 3,407
<TOTAL-ASSETS> 121,181
<CURRENT-LIABILITIES> 20,158
<BONDS> 0
0
0
<COMMON> 154
<OTHER-SE> 100,869
<TOTAL-LIABILITY-AND-EQUITY> 121,181
<SALES> 10,097
<TOTAL-REVENUES> 15,743
<CGS> 6,464
<TOTAL-COSTS> 6,464
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 29
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,067
<INCOME-TAX> 368
<INCOME-CONTINUING> 2,699
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,699
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
