<PAGE>
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 September 30,1995 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 0-18053
LASERSCOPE
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0049527
(State of Incorporation) (I.R.S. Employer Identification No.)
3052 ORCHARD DRIVE, SAN JOSE, CALIFORNIA 95134-2011
(Address of principal executive offices)
Registrant's telephone number: (408) 943-0636
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
----- -----
The number of shares of Registrant's common stock issued and outstanding as of
October 31, 1995 was 7,015,915
This document consists of 17 pages of which this is page 1.
<PAGE>
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Condensed Consolidated Balance Sheet. . . . . . . . . . . . . . 3
Condensed Consolidated Statement of Operations. . . . . . . . . 4
Condensed Consolidated Statement of Cash Flows. . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements. . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . 7
Results of Operations . . . . . . . . . . . . . . . . . . . . . 7
Liquidity and Capital Resources . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 10
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 10
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . 10
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . 10
Item 4. Submission of Matters to a Vote of Security Holders . . . . . 10
Item 5. Other Items . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
LASERSCOPE
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
(thousands) 1995 1994
- ------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . . $ 2,325 $ 4,604
Short-term investments . . . . . . . . . . . . . . . . 1,019 1,998
Accounts receivable, net . . . . . . . . . . . . . . . 4,940 8,066
Inventories. . . . . . . . . . . . . . . . . . . . . . 10,731 7,512
Other current assets . . . . . . . . . . . . . . . . . 1,088 1,038
------- -------
Total current assets . . . . . . . . . . . . . . 20,103 23,218
Property and equipment, net. . . . . . . . . . . . . . . 2,657 3,320
Other assets . . . . . . . . . . . . . . . . . . . . . . 2,393 783
------- -------
Total assets . . . . . . . . . . . . . . . . . . $25,153 $27,321
------- -------
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . $ 1,401 $ 1,292
Accrued compensation . . . . . . . . . . . . . . . . . . 1,218 1,136
Other current liabilities. . . . . . . . . . . . . . . . 3,532 3,965
------- -------
Total current liabilities. . . . . . . . . . . . 6,151 6,393
Obligations under capital leases . . . . . . . . . . . . 19 27
Commitments and contingencies. . . . . . . . . . . . . .
Shareholders' equity:
Common stock . . . . . . . . . . . . . . . . . . . . . 37,074 37,074
Accumulated deficit. . . . . . . . . . . . . . . . . . (17,587) (15,744)
Translation adjustments. . . . . . . . . . . . . . . . (255) (180)
Notes receivable from shareholders . . . . . . . . . . (249) (249)
------- -------
Total shareholders' equity . . . . . . . . . . . . . . 18,983 20,901
------- -------
Total liabilities and shareholders' equity . . . . . . . $25,153 $27,321
------- -------
------- -------
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
LASERSCOPE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(thousands except per share amounts) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . . . . . $ 7,048 $8,769 $23,142 $26,125
Cost of products and services sold . . . . 3,585 3,941 11,046 11,920
------- ------ ------- -------
Gross margin . . . . . . . . . . . . . . . 3,463 4,828 12,096 14,205
------- ------ ------- -------
Operating expenses:
Research and development . . . . . . . . 986 829 3,025 2,763
Selling, general and administrative. . . 3,798 3,918 11,164 12,823
------- ------ ------- -------
4,784 4,747 14,189 15,586
------- ------ ------- -------
Operating income (loss). . . . . . . . . . (1,321) 81 (2,093) (1,381)
Interest and other income, net . . . . . . 62 97 250 179
------- ------ ------- -------
Income (loss) before income taxes. . . . . (1,259) 178 (1,843) (1,202)
Provision for income taxes . . . . . . . . - - - -
------- ------ ------- -------
Net income (loss). . . . . . . . . . . . . $(1,259) $178 $(1,843) $(1,202)
------- ------ ------- -------
------- ------ ------- -------
Net income (loss) per share. . . . . . . . $ (0.18) $0.03 $(0.26) $ (0.17)
------- ------ ------- -------
------- ------ ------- -------
Shares used in per share calculations. . . 7,015 6,952 6,994 6,941
------- ------ ------- -------
------- ------ ------- -------
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
LASERSCOPE
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
(thousands) 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $(1,843) $(1,202)
Adjustments to reconcile net income to cash
cash provided (used) by operating activities:
Depreciation and amortization. . . . . . . . . . . . . 1,139 1,218
Increase (decrease) from changes in:
Accounts receivable . . . . . . . . . . . . . . . . . 3,126 1,395
Inventories . . . . . . . . . . . . . . . . . . . . . (3,219) (596)
Other current assets. . . . . . . . . . . . . . . . . (50) (547)
Other assets. . . . . . . . . . . . . . . . . . . . . 71 69
Accounts payable. . . . . . . . . . . . . . . . . . . 109 (873)
Accrued compensation. . . . . . . . . . . . . . . . . 82 93
Other current liabilities . . . . . . . . . . . . . . (433) (269)
------ ------
Cash used by operating activities. . . . . . . . . . . . . (1,018) (712)
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . (476) (1,369)
Purchases of held-to-maturity investments. . . . . . . . - (2,009)
Funding of agreement with NWL. . . . . . . . . . . . . . (1,681) -
Maturities of held-to-maturity investments. . . . . . . 979 2,025
Other. . . . . . . . . . . . . . . . . . . . . . . . . . (75) 7
------ ------
Cash used by investing activities. . . . . . . . . . . . . (1,253) (1,346)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on obligations under capital leases . . . . . . (8) (100)
Proceeds on sale of common stock, net of
payments on shareholder notes receivable. . . . . . . - 499
------ ------
Cash provided (used) by financing activities . . . . . . . (8) 399
------ ------
Decrease in cash and cash equivalents. . . . . . . . . . . (2,279) (1,659)
Cash and cash equivalents, beginning of period . . . . . . 4,604 6,117
------ ------
Cash and cash equivalents, end of period . . . . . . . . . $2,325 $4,458
------ ------
------ ------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . . . . . . . $23 $5
Income taxes. . . . . . . . . . . . . . . . . . . . . $41 $50
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
1. The accompanying condensed consolidated financial statements include
Laserscope (the "Company") and its wholly and majority owned subsidiaries.
All intercompany transactions and balances have been eliminated. While the
financial information in this report is unaudited, in the opinion of
management, all adjustments (which included only normal recurring
adjustments) necessary to present fairly the financial position and results
of operations as of and for the periods indicated have been recorded. It
is suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and the notes
thereto for the year ended December 31, 1994 included in the Company's
annual report. The results of operations for the nine month period ended
September 30, 1995 are not necessarily indicative of the results to be
expected for the full year.
2. Inventory was comprised of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
---------------------------
<S> <C> <C>
Sub-assemblies and purchased parts $ 7,653 $4,996
Finished goods 3,078 2,516
------- ------
$10,731 $7,512
------- ------
------- ------
</TABLE>
3. Net income (loss) per share is based upon the weighted average number of
common and common equivalent shares of common stock outstanding.
4. The Company invests its excess cash in high-quality debt instruments. The
Company considers cash equivalents to be financial instruments that are
readily convertible to cash, subject to no more than insignificant
interest rate risk and that have original maturities of three months or
less. Short-term investments consist of financial instruments with less
than one year to maturity.
At September 30, 1995 and December 31, 1994 the Company's cash equivalents
were in the form of institutional money market accounts and totaled $0.73
million and $3.02 million, respectively. At September 30, 1995 and
December 31, 1994 the Company's investment in short-term securities stated
at amortized cost, which approximates their fair value, consisted of
corporate debt securities of $1.02 million and $2.00 million, respectively.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
RESULTS OF OPERATIONS:
The following discussion should be read in conjunction with the unaudited
consolidated financial statements and notes thereto included in Part I -- Item 1
of this Quarterly Report and the audited financial statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations for the year ended December 31, 1994 contained in the Company's
annual report.
Net revenues for the quarter and nine months ended September 30, 1995 were $7.05
million and $23.14 million, respectively. Compared to the corresponding quarter
and nine months of 1994, these revenues decreased approximately 20% and 11%,
respectively. These decreases were due principally to lower shipments of the
Company's KTP/YAG Surgical Laser Systems, disposable supplies and
instrumentation as well as lower sales of service.
Revenues from the sales of disposable supplies, instrumentation and service
comprised approximately 66% of net revenues during the quarter ended September
30, 1995 compared to approximately 71% of net revenues for the same quarter in
1994. This decrease is due principally to lower shipments of the Company's
disposable supplies and instrumentation. During the nine month period ended
September 30, 1995 and the corresponding period in 1994, sales of disposable
supplies, instrumentation and service comprised approximately 70% of net
revenues.
The Company believes that continuing pressure to reduce health care costs in the
United States has been and continues to be a factor which negatively impacts
capital equipment procurement by its customers. The Company also believes that
its net revenues during the quarter and nine months ended September 30, 1995
were negatively impacted by lower shipments of its disposable side-firing
devices due to fewer laser prostate surgeries being performed during this period
than during the corresponding period in 1994. This was caused principally by
increased drug treatment for those patients with mild to moderate prostate
disorders as well as adoption of electrosurgical techniques to perform prostate
surgeries.
The Company believes that acceptance of lasers in urology, ear, nose and throat
surgery, aesthetic surgery and dermatology will continue to be important to its
business. In particular, the Company anticipates that the use of the laser in
urologic procedures will be a significant factor that will affect the Company's
business during 1995 and beyond. The Company continues to invest in developing
new products for emerging surgical applications and to educate surgeons in the
United States and internationally to encourage the adoption of such new
applications. Finally, penetration of the international market has been limited
and the Company continues to view this as a significant opportunity.
Gross margin as a percentage of net revenues for the quarter ended September 30,
1995 was 49.1% compared to 55.1% for the corresponding quarter in 1994. For the
nine months ended September 30, 1995 gross margin as a percentage of net
revenues was 52.3% compared to 54.4% in the corresponding period in 1994. The
decreases during 1995 relative to the corresponding periods of 1994 are due to a
combination of lower production volumes of its products, a higher mix of sales
to independent international distributors, a lower net revenue mix of
disposables and instrumentation relative to capital equipment and lower service
7
<PAGE>
margins . The Company expects that conditions which reduced gross margin as a
percentage of net revenue during the quarter ended September 30, 1995 relative
to the corresponding quarter of 1994 will exist for at least the remainder of
1995.
Research and development expenses, which are the result of activities related to
the development of new laser, instrumentation and disposable products and the
enhancement of the Company's existing products, increased by approximately 19%
in the third quarter of 1995 compared to the same quarter of 1994, and increased
by 9% in the first nine months of 1995 compared to the first nine months of
1994. These increases are primarily attributable to spending for the
development of the Company's new Aura-Trademark- desktop laser system which is
being designed to facilitate surgical and dermatological procedures in an office
or outpatient center and is scheduled to be available for sale during the fourth
quarter of 1995. As a percentage of net revenues, research and development
expenses were 14% and 13% in the quarter and nine months ended September 30,
1995, respectively, compared with 9% and 11% in the corresponding periods of
1994. These percentage increases relative to the prior year reflect both
increased spending and decreased net revenues. The Company expects to continue
to make significant investments in research and development during the balance
of 1995 and beyond.
Selling, general and administrative expenses for the quarter and nine months
ended September 30, 1995 decreased by approximately 3% and 13%, respectively,
compared to the same periods in 1994. The decrease in spending was due in part
to lower direct selling expenses resulting from lower domestic system sales as
well as expense reduction measures put in place by the Company since June 30,
1994. Additionally, the Company recorded charges totaling approximately $0.20
million relating to potentially uncollectable accounts during the quarter ended
September 30, 1995. As a percentage of revenues, selling, general and
administrative expenses are expected to remain at relatively high levels during
1995 since the Company expects to continue to invest significant amounts in
international expansion, marketing programs and educational support.
During the nine months ended September 30, 1995 and September 30, 1994 the
Company recorded no income tax provision due to the net losses generated by its
operations.
The Company anticipates that many of the market conditions which affected its
performance during the first nine months of 1995 may continue to have an impact
on sales trends for the next several quarters. The timing of orders and
shipments also affects quarterly results. There can be no certainty that revenue
growth or profitability can be accomplished on a quarter by quarter basis, or
otherwise. In response to these factors, in October 1995 the Company
implemented further cost reduction measures including a reduction of its
workforce. As a result of these actions, the Company will record non-recurring
charges associated with severance pay and other costs of approximately $0.40
million in the fourth quarter of 1995.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:
Total assets and liabilities as of September 30, 1995 were $25.15 million and
$6.17 million respectively, compared to assets and liabilities of $27.32 million
and $6.42 million at December 31, 1994. Working capital decreased $2.87 million
from $16.82 million at December 31, 1994 to $13.95 million at September 30, 1995
while cash, cash equivalents and short-term investments decreased $3.26 million
during the period. The net decrease in cash, cash equivalents and short term
investments was principally due to $1.67 million disbursed in connection with
the Company's relationship with NWL together with a $3.22 million increase in
inventories primarily due to procurement in preparation for the Company's
introduction of its Aura system and, to a significantly lesser extent, finished
goods inventory growth due to lower shipments. These uses of cash were
partially offset by a $3.13 reduction in accounts receivable. The Company
anticipates that future changes in cash and working capital will be dependent on
the levels of its business.
At September 30, 1995 the Company had no material commitments for capital
expenditures.
At September 30, 1995, cash, cash equivalents and short term investments
amounted to approximately $3.34 million. The Company is in the process of
negotiating a revolving bank line of credit to replace the $5.00 million line
of credit which expired October 2, 1995 and under which no borrowings were
outstanding at September 30, 1995. The Company anticipates that current cash
resources, internally generated funds, capital leases and bank borrowings will
be sufficient to meet anticipated operating needs at least for the next twelve
months.
The Company's need for capital is principally affected by the current and
anticipated demand for its products as well as procurement and production lead
times in its manufacturing operations. Changes in these factors can have a
significant impact on capital requirements. From time to time, the Company may
also consider the acquisition of, or evaluate investments in, certain products
and businesses complementary to the Company's business. Any such acquisition or
investment may require additional capital resources.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to a number of legal proceedings arising in the ordinary
course of business. While it is not feasible to predict or determine the
outcome of the actions brought against it, the Company believes that the
ultimate resolution of these claims will not ultimately have a material adverse
effect on its financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER ITEMS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith (numbered in accordance with Item 601 of
Regulation S-K)
Exhibit
Number Description
------ -----------
10.11H Modification to Loan Agreement between the Registrant and Silicon
Valley Bank dated August 1, 1995.
10.11I Modification to Loan Agreement between the Registrant and Silicon
Valley Bank dated September 22, 1995.
(b) Reports on Form 8-K: None
10
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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.
LASERSCOPE
Registrant
/s/ Thomas B. Boyd
----------------------------------
Thomas B. Boyd
Senior Vice President of
Operations and Finance
(Principal Financial Officer)
Date: November 14, 1995
11
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EXHIBIT 10.11H
12
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LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of August 1, 1995, by
and between Laserscope (the "Borrower") whose address is 3052 Orchard Drive, San
Jose, CA 95134, and Silicon Valley Bank (the "Lender") whose address is 3000
Lakeside Drive, Santa Clara, CA 95054.
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be
owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among
other documents, a Promissory Note, dated June 7, 1991, in the original
principal amount of Three Million and 00/100 Dollars ($3,000,000.00) (the
"Note"). The Note has been modified pursuant to Change in Terms Agreements dated
August 27, 1991, April 10, 1992, pursuant to which, among other things, the
principal amount of the Note was increased to $5,000,000.00 and April 15, 1993
and those certain Loan Modification Agreements dated April 15, 1994 and July 15,
1994. The Note, together with other promissory notes from Borrower to Lender, is
governed by the terms of a Business Loan Agreement, dated June 7, 1991, between
Borrower and Lender, as such agreement may be amended from time to time (the
"Loan Agreement").
Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to
as the "Indebtedness."
Hereinafter, all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents."
3. DESCRIPTION OF CHANGE IN TERMS.
A. MODIFICATION(S) TO NOTE.
1. Payable in one payment of all outstanding principal plus
all accrued unpaid interest on October 2, 1995. In addition,
Borrower will pay two payments of all accrued unpaid interest due
on August 2, 1995 and September 2, 1995, respectively.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby
amended wherever necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
signing below) agrees that, as of this date, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing Indebtedness,
Lender is relying upon Borrower's representations, warranties, and agreements,
as set forth in the Existing Loan Documents. Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect. Lender's agreement to
modifications to the existing Indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Lender to make any future modifications to
the Indebtedness. Nothing in this Loan Modification Agreement shall constitute
a satisfaction of the Indebtedness. It is the intention of Lender and Borrower
to retain as liable parties all makers and endorsers of Existing Loan Documents,
unless the party is expressly released by Lender in writing. No maker, endorser,
or guarantor will be released by virtue of this Loan Modification Agreement. The
terms of this Paragraph apply not only to this Loan Modification Agreement, but
also to all subsequent loan modification agreements.
13
<PAGE>
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: LENDER:
LASERSCOPE SILICON VALLEY BANK
By: /s/ Thomas B. Boyd By: /s/ Mary T. Toomey
---------------------------------- ----------------------------
Name: Thomas B. Boyd Name: Mary T. Toomey
--------------------------- -------------------------
Title: Sr. VP Operations & Finance Title: Assistant Vice President
--------------------------- ------------------------
14
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EXHIBIT 10.11I
15
<PAGE>
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 22, 1995,
by and between Laserscope (the "Borrower") whose address is 3052 Orchard Drive,
San Jose, CA 95134, and Silicon Valley Bank (the "Lender") whose address is 3003
Tasman Drive, Santa Clara, CA 95054.
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may
be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to,
among other documents, a Promissory Note, dated June 7, 1991, in the original
principal amount of Three Million and 00/100 Dollars ($3,000,000.00) (the
"Note"). The Note has been modified pursuant to Change in Terms Agreements
dated August 27, 1991, April 10, 1992, pursuant to which, among other things,
the principal amount of the Note was increased to Five Million and 00/100
Dollars ($5,000,000.00), and April 15, 1993, and certain Loan Modification
Agreements dated April 15, 1994, July 15, 1994, and August 1, 1995. The Note,
together with other promissory notes from Borrower to Lender, is governed by the
terms of a Business Loan Agreement, dated June 7, 1991, between Borrower and
Lender, as such agreement may be amended from time to time (the "Loan
Agreement").
Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to
as the "Indebtedness."
Hereinafter, all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents."
3. DESCRIPTION OF CHANGE IN TERMS.
A. MODIFICATION(S) TO THE LOAN AGREEMENT.
1. Lender hereby waives Borrower's existing default under the
Loan Agreement by virtue of Borrower's failure to comply
with the Profitability Covenant as of quarter ending June
30, 1995. Lender's waiver of Borrower's compliance of this
covenant shall apply only to the foregoing period.
Accordingly, for the quarter ended June 30, 1995, Borrower
shall be in compliance with this covenant.
Lender's agreement to waive the above-described default (1)
in no way shall be deemed an agreement by the Lender to
waive Borrower's compliance with the above-described
covenant as of all other dates and (2) shall not limit or
impair the Lender's right to demand strict performance of
this covenant as of all other dates and (3) shall not limit
or impair the Lender's right to demand strict performance of
all other covenants as of any date.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
signing below) agrees that, as of this date, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing Indebtedness,
Lender is relying upon Borrower's representations, warranties, and agreements,
as set forth in the Existing Loan Documents. Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect. Lender's agreement to
modifications to the existing Indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Lender to make any future modifications to
the Indebtedness. Nothing in this Loan Modification Agreement shall constitute
a satisfaction of the Indebtedness. It is the intention of Lender and Borrower
to retain as liable parties all makers and endorsers of Existing Loan Documents,
unless the party is expressly released by Lender in writing. No maker,
endorser, or guarantor will be released by virtue of this Loan Modification
Agreement. The terms of this Paragraph apply not only to this Loan Modification
Agreement, but also to all subsequent loan modification agreements.
This Loan Modification Agreement is executed as of the date first written
above.
16
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BORROWER: LENDER:
LASERSCOPE, INC. SILICON VALLEY BANK
By: /s/ Thomas B. Boyd By: /s/ Mary T. Toomey
------------------------------ ---------------------------
Name: Thomas B. Boyd Name: Mary T. Toomey
------------------------------ -------------------------
Title: Sr. VP Operations & Finance Title: Assistant Vice President
---------------------------- ------------------------
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,325
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<RECEIVABLES> 4,940
<ALLOWANCES> 740
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<PP&E> 12,976
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0
0
<OTHER-SE> (18,091)
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<SALES> 23,142
<TOTAL-REVENUES> 23,142
<CGS> 11,046
<TOTAL-COSTS> 11,046
<OTHER-EXPENSES> 14,189
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (250)
<INCOME-PRETAX> (1,843)
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<NET-INCOME> (1,843)
<EPS-PRIMARY> (.26)
<EPS-DILUTED> (.26)
</TABLE>
