<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 31,1997 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 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
April 30, 1997 was 12,158,888.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION 3
Item 1. Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 4
Condensed Consolidated Statements 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 8
Liquidity and Capital Resources 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Items 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
LASERSCOPE
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
(thousands) 1997 1996
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,074 $ 3,917
Accounts receivable, net 15,244 13,286
Inventories 18,010 17,407
Other current assets 967 926
-------- --------
Total current assets 36,295 35,536
Property and equipment, net 4,453 3,109
Investment in NWL 1,681 1,681
Developed technology and other intangibles, net 3,338 3,473
Other assets 496 670
-------- --------
Total assets $ 46,263 $ 44,469
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,476 $ 9,246
Accrued compensation 2,306 2,947
Bank loans 1,000 -
Other current liabilities 5,144 4,899
-------- --------
Total current liabilities 16,926 17,092
Obligations under capital leases 189 202
Commitments and contingencies
Shareholders' equity:
Common stock 50,118 48,798
Accumulated deficit (20,107) (20,988)
Translation adjustments (488) (260)
Notes receivable from shareholders (375) (375)
-------- --------
Total shareholders' equity 29,148 27,175
-------- --------
Total liabilities and shareholders' equity $ 46,263 $ 44,469
======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE> 4
LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
(thousands except per share amounts) 1997 1996
-------- --------
<S> <C> <C>
Net revenues $ 15,763 $ 7,722
Cost of sales 8,687 3,852
-------- --------
Gross margin 7,076 3,870
Operating expenses:
Research and development 670 629
Selling, general and administrative 5,401 3,092
-------- --------
6,071 3,721
Operating income 1,005 149
Interest income and (expense), net (26) 7
-------- --------
Income before income taxes 979 156
Provision for income taxes 98 19
-------- --------
Net income $ 881 $ 137
======== ========
Net income per share $ 0.07 $ 0.02
======== ========
Shares used in per share calculations 13,041 7,295
======== ========
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE> 5
LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
(thousands) 1997 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 881 $ 137
Adjustments to reconcile net income to cash
cash provided (used) by operating activities:
Depreciation and amortization 500 277
Increase (decrease) from changes in:
Accounts receivable (1,958) (131)
Inventories (603) 795
Other current assets (41) 49
Other assets 100 10
Accounts payable (770) (200)
Accrued compensation (641) 101
Other current liabilities 246 (531)
------- -------
Cash provided (used) by operating activities (2,286) 507
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,635) (92)
Maturities of held-to-maturity investments - -
Other (228) (99)
------- -------
Cash used by investing activities (1,863) (191)
------- -------
CASH USED BY FINANCING ACTIVITIES:
Payments on obligations under capital leases (14) (3)
Proceeds from the sale of common stock under stock plans 1,320 -
Proceeds from short-term bank loans 2,300 -
Repayment of short-term bank loans (1,300) -
------- -------
Cash provided (used) by financing activities 2,306 (3)
Increase (decrease) in cash and cash equivalents (1,843) 313
Cash and cash equivalents, beginning of period 3,917 2,278
------- -------
Cash and cash equivalents, end of period $ 2,074 $ 2,591
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 43 $ 3
Income taxes $ 42 $ 25
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE> 6
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, 1996 included in the Company's annual report on Form
10-K/A for the year ended December 31, 1996. The results of operations
for the three month period ended March 31, 1997 are not necessarily
indicative of the results expected for the full year.
2. Inventory was comprised of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------- -------
<S> <C> <C>
Sub-assemblies and purchased parts $12,517 $12,015
Finished goods 5,493 5,392
------- -------
$18,010 $17,407
======= =======
</TABLE>
3. Net income per share is based upon the weighted average number of
shares of common stock outstanding and dilutive common equivalent
shares from stock options (using the treasury stock method).
4. The Company invests its excess cash in investment grade 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.
At March 31, 1997 and December 31, 1996 the Company's cash equivalents
were in the form of institutional money market accounts and totaled
$0.1 million and $1.8 million, respectively. At March 31, 1997 and
December 31, 1996 the Company had no investment in debt securities.
5. In February 1997, the Financial Accounting Standards
Board issued Statement No. 128, "Earnings Per Share", which is
required to be adopted on December 31, 1997. At that time, the Company
will be required to change the method currently used to compute
earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive
effect of stock options will be excluded. The change to Statement 128
is expected to increase primary earnings per share for the Quarter
ended March 31 1997 by $0.01 and to have no impact on the primary
earnings per share for the Quarter ended March 31, 1996. The impact of
Statement 128 on the calculation of fully diluted earnings per share
for these quarters is not expected to be material.
6. On August 30, 1996 the Company completed the acquisition of Heraeus
Surgical, Inc. ("HSI"). The acquisition was accounted for as a
purchase. Accordingly, the operating results of HSI are included
in the Company's consolidated results of operations
6
<PAGE> 7
for the period ended March 31, 1997, however, are not included in the
Company's consolidated results of operations for the corresponding
period in 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Except for the historical information contained in this Quarterly Report on Form
10-Q, the matters discussed herein are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that all forward-looking statements are subject to
certain risks and uncertainties that could cause the actual results to differ
materially from those projected. Factors that could cause actual results to
differ materially include, but are not limited to, the risks associated with the
acquisition of Heraeus Surgical, Inc. ("HSI"), including the integration of the
assets acquired and the assumption of the liabilities assumed by Laserscope, the
timing of orders and shipments, the Company's ability to balance its inventory
and production schedules, the timely development, clearance by the F.D.A. and
other regulatory agencies and market acceptance of new products and
surgical/therapeutic procedures, the impact of competitive products and pricing,
the Company's ability to expand further into international markets, and public
policy relating to health care reform in the United States and other countries.
The Company desires to continue expansion of its operations outside of the
United States and to enter additional international markets, requiring
significant management attention and financial resources and further subjecting
the Company to the risks of operating internationally. These risks include
unexpected changes in regulatory requirements, delays resulting from difficulty
in obtaining export licenses for certain technology, customs, tariffs and other
barriers and restrictions, and the burdens of complying with a variety of
foreign laws. The Company is also subject to general geopolitical risks in
connection with its international operations, such as political and economic
instability and changes in diplomatic and trade relationships. The Company
cannot predict whether quotas, duties, taxes or other charges or restrictions
will be imposed by the United States, Japan, countries in the European Union or
other countries upon the import or export of the Company's products in the
future, or what effect any such actions would have on its business, financial
condition or results of operations. In addition, fluctuations in currency
exchange rates may negatively impact the Company's ability to compete in terms
of price against products denominated in local currencies. In addition, there
can be no assurance that regulatory, geopolitical and other factors will not
adversely impact the Company's operations in the future or require the Company
to modify its current business practices.
Other risks are detailed from time to time in the Company's press releases and
other public disclosure filings with the U.S. Securities and Exchange Commission
(SEC), copies of which are available upon request from the Company. The
forward-looking statements included herein speak only as of the date hereof. The
Company assumes no obligation to update any forward-looking statements included
herein.
7
<PAGE> 8
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, 1996 contained in the Company's
Annual Report on Form 10-K/A.
Net revenues for the quarter ended March 31, 1997 were $15.8 million, an
increase of 104% from net revenues of $7.7 million in the corresponding quarter
of 1996. Net revenues increased during the first quarter of 1997 relative to the
first quarter of 1996 as a combined result of higher unit shipments of the
Company's laser systems at lower average selling prices, higher shipments of
instrumentation and, shipments of products and sales of services acquired in the
acquisition of HSI completed in August 1996.
Revenues from the sales of laser systems comprised approximately 44% of total
net revenues during the quarter ended March 31, 1997 compared to approximately
39% of total net revenues during the corresponding period in 1996. In absolute
dollars these revenues increased 152% which reflects a combination of higher
unit shipments and lower average unit prices. The higher unit shipments reflect
both increased shipments of the Company's KTP Surgical Laser Systems and
shipments of laser products acquired in the acquisition of HSI. The lower
average unit prices are the combined result of greater shipments of lower priced
Aura office laser units as well as increased shipments to independent
international distributors. The Company believes that the continuing trend
toward reduced health care costs in the United States is still a factor which
continues to impact negatively laser procurement by its hospital customers in
the United States. As a result, the Company expects that its revenue mix trends
in the U. S. market will continue to shift toward lower priced office lasers.
Revenues from the sales to the Company's Ascent Medical System ("AMS") products
comprised approximately 18% of total net revenues during the quarter ended March
31, 1997. This product line was acquired in the acquisition of HSI.
Revenues from the sales of disposable supplies, instrumentation and services
comprised approximately 38% of total net revenues during the quarter ended March
31, 1997, compared to approximately 61% of total net revenues in the
corresponding period in 1996, however, in absolute dollars these revenues
increased approximately 27%. The decrease as a percentage of net revenues is due
primarily to the relative growth of revenues from shipments of laser systems as
well as revenues resulting from the addition of the AMS product line. The
increase in absolute dollars is due principally to increased shipments of
scanning devices sold as accessories to the Aura office laser system and, to a
lesser extent, increased sales of service supporting products acquired in the
HSI acquisition. The Company expects that revenues from sales of disposable
supplies, instrumentation and service will depend principally upon the Company's
ability to increase its installed base of systems and to promote and develop
surgical procedures which use its laser systems, instrumentation and disposable
supplies.
The Company believes that acceptance of lasers in aesthetic surgery,
dermatology, urology, ear, nose and throat surgery, will continue to be
important to its business. In addition, the adoption of photodynamic therapy by
medical practitioners will be important. The Company continues to invest in
developing new instrumentation for emerging surgical applications and to educate
surgeons in the United States and internationally to encourage the adoption of
such new applications. Through the acquisition of HSI, the Company has expanded
its
8
<PAGE> 9
product offering to include non-laser operating room equipment. The
acceptance of this equipment by hospitals will be critical to the success of
this product line. Finally, penetration of the international market, although
increasing, has been limited and the Company continues to view expansion of
international sales as important to the Company's success.
Gross margin as a percentage of net revenues for the quarter ended March 31,
1997 was 45%, compared to 50% for the corresponding quarter in 1996. The
decrease is due in part to revenues generated from sales of AMS products. These
products generally generate lower gross margins than the Company's other product
lines. In addition, a higher proportion of revenues from sales to independent
international distributors were generated during the first quarter of 1997 than
in the corresponding quarter of 1996. These revenues generally generate lower
gross margins than those generated by revenues from sales through the Company's
direct sales force. The Company expects that gross margin as a percentage of
revenues for the remainder of 1997 may vary from quarter to quarter as it
continues to balance production volumes and inventory levels with product demand
and as product and distribution mix varies.
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 were 7% higher in the first
quarter of 1997 when compared to the corresponding quarter of 1996. As a
percentage of net revenues these expenses were 4% and 8% in the quarters ended
March 31, 1997 and March 31, 1996, respectively. The decrease in spending as a
percentage of net revenues was due principally to the increase in revenues
resulting from the acquisition of HSI without comparable increases to spending.
The Company expects to increase amounts spent in research and development during
1997, however, as a percentage of net revenues, the Company expects these
amounts to vary from quarter to quarter as net revenues change.
Selling, general and administrative expenses in absolute terms increased
approximately 75% in the quarter ended March 31, 1997 compared to the
corresponding quarter of 1996. As a percentage of revenue these expenses
decreased from 40% in the first quarter of 1996 to 34% in the first quarter of
1997. The increase in absolute spending is primarily due to higher expenses
resulting from personnel which joined the Company from HSI after the
acquisition. The Company expects these amounts to remain at similar levels
during the remainder of 1997 as the Company continues to invest in international
expansion, marketing programs and educational support.
During the quarters ended March 31, 1997 and 1996 the Company recorded income
tax provisions representing effective tax rates of 10% and 12%, respectively.
Both years' tax rates are below the combined federal and state statutory rates
due to the utilization of available net operating loss carryforwards. The 1997
tax rate is lower than the 1996 rate principally due to the impact of
non-deductible acquisition related charges in 1996.
LIQUIDITY AND CAPITAL RESOURCES:
Total assets and liabilities as of March 31, 1997 were $46.3 million and $17.1
million respectively, compared to assets and liabilities of $44.5 million and
$17.3 million at December 31, 1996. Working capital increased $1.0 million from
$18.4 million at December 31, 1996 to $19.4 million at March 31, 1997, while
cash and cash equivalents decreased $1.8 million during the period. The net
decrease in cash and cash equivalents was due principally to the combination of
cash used by operating activities of $2.3 million and capital expenditures of
9
<PAGE> 10
$1.6 million offset by proceeds from the sale of common stock pursuant to option
exercises of $1.3 million and net short-term bank borrowings of $1.0 million.
Significant components of cash used by operating activities included an increase
in accounts receivable of $2.0 million, an increase in inventory of $0.6 million
and decreases to accounts payable and accrued compensation of $0.8 million and
$0.6 million, respectively. The Company believes that the increase to accounts
receivable was due to longer collection cycles for sales by its international
subsidiaries, particularly in France and similarly long collection cycles for
sales to its AMS customers.
The Company anticipates that future changes in cash and working capital will be
dependent on a number of factors. As a result of the acquisition of HSI, the
Company's Balance Sheet liquidity ratios changed and the Company's ability to
generate cash will be partially dependent on management's ability to manage
effectively non-cash assets such as inventory and accounts receivable. In
addition, the level of profitability of the Company will have a significant
impact on cash resources.
The Company anticipates that it will exercise its option to purchase additional
shares of NWL LaserTechnologies ("NWL") before July 1, 1997. Such exercise will
require an expenditure of approximately $1.0 million and will result in the
Company owning 52% of the outstanding shares of NWL.
The Company has in place a $5.0 million revolving bank line of credit which
expires in November 1997, under which $1.0 million in borrowings were
outstanding at March 31, 1997.
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. The Company anticipates that current cash resources, internally
generated funds, capital and operating lease lines and available bank borrowings
will be sufficient to meet liquidity and capital needs at least through the next
twelve months. The Company financed the HSI acquisition using its existing cash
resources and anticipates that, while its remaining cash resources will be
sufficient to fund its short term operating needs, additional financing either
through its bank line of credit or otherwise will be required for the Company's
currently envisioned long term needs.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
10
<PAGE> 11
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. None
(b) Reports on Form 8-K: None
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/ DENNIS LALUMANDIERE
-----------------------------------------------
Dennis LaLumandiere
Vice President of Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: May 15, 1997
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,074
<SECURITIES> 0
<RECEIVABLES> 15,244
<ALLOWANCES> 700
<INVENTORY> 18,010
<CURRENT-ASSETS> 36,295
<PP&E> 16,279
<DEPRECIATION> 11,826
<TOTAL-ASSETS> 46,263
<CURRENT-LIABILITIES> 16,926
<BONDS> 0
0
0
<COMMON> 50,118
<OTHER-SE> (20,970)
<TOTAL-LIABILITY-AND-EQUITY> 46,263
<SALES> 15,763
<TOTAL-REVENUES> 15,763
<CGS> 8,687
<TOTAL-COSTS> 8,687
<OTHER-EXPENSES> 6,071
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26
<INCOME-PRETAX> 979
<INCOME-TAX> 98
<INCOME-CONTINUING> 881
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 881
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
