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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 June 30, 1999 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
July 23, 1999 was 12,609,855.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I. FINANCIAL INFORMATION....................................................... 3
Item 1. Condensed Consolidated Balance Sheets................................ 3
Condensed Consolidated Statements of Operations...................... 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........................ 8
Results of Operations................................................ 9
Liquidity and Capital Resources...................................... 12
Item 3. Qualitative and Quantitative Disclosures About Market Risk........... 14
PART II. OTHER INFORMATION.......................................................... 15
Item 1. Legal Proceedings.................................................... 15
Item 2. Changes in Securities................................................ 15
Item 3. Defaults upon Senior Securities...................................... 15
Item 4. Submission of Matters to a Vote of Security Holders.................. 15
Item 5. Other Items.......................................................... 16
Item 6. Exhibits and Reports on Form 8-K.................................... 17
SIGNATURES .......................................................................... 17
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
LASERSCOPE
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
(thousands) 1999 1998
-------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,858 $ 1,456
Accounts receivable, net 9,119 12,433
Inventories 12,530 14,084
Other current assets 868 867
-------- --------
Total current assets 24,375 28,840
Property and equipment, net 4,654 5,146
Developed technology and other intangibles, net 2,933 2,089
Other assets 376 518
-------- --------
Total assets $ 32,338 $ 36,593
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,809 $ 5,360
Accrued compensation 2,110 1,659
Short-term bank loans 5,707 3,538
Other current liabilities 3,903 4,561
-------- --------
Total current liabilities 15,529 15,118
Long-term liabilities:
Obligations under capital leases 625 786
Mortgages and other long term loans 1,693 1,693
-------- --------
Total long-term liabilities: 2,318 2,479
Commitments and contingencies
Minority interest 192 325
Shareholders' equity:
Common stock 51,268 51,268
Accumulated deficit (36,218) (31,627)
Accumulated other comprehensive income (531) (599)
Notes receivable from shareholders (220) (371)
-------- --------
Total shareholders' equity 14,299 18,671
-------- --------
Total liabilities and shareholders' equity $ 32,338 $ 36,593
======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
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LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
(thousands except per share amounts) 1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues ................................ $ 9,565 $ 13,133 $ 21,431 $ 26,724
Cost of sales ............................... 6,556 7,621 12,912 14,642
-------- -------- -------- --------
Gross margin ................................ 3,009 5,512 8,519 12,082
Operating expenses:
Research and development ............... 1,181 1,352 2,564 2,683
Selling, general and administrative .... 5,064 5,723 9,686 11,068
-------- -------- -------- --------
6,245 7,075 12,250 13,751
Operating loss .............................. (3,236) (1,563) (3,731) (1,669)
Interest income (expense) and other, net .... (670) (356) (682) (316)
-------- -------- -------- --------
Loss before income taxes
and minority interest .................. (3,906) (1,919) (4,413) (1,985)
Provision for income taxes .................. 32 24 128 133
-------- -------- -------- --------
Loss before minority interest ............... (3,938) (1,943) (4,541) (2,118)
Minority interest ........................... 14 34 50 89
-------- -------- -------- --------
Net loss .................................... $ (3,952) $ (1,977) $ (4,591) $ (2,207)
======== ======== ======== ========
Basic and diluted net loss per share ........ $ (0.31) $ (0.16) $ (0.37) $ (0.18)
======== ======== ======== ========
Shares used in basic and
diluted per share calculations ........... 12,550 12,387 12,541 12,372
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements
4
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LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------
(thousands) 1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,591) $ (2,207)
Adjustments to reconcile net loss to
cash used by operating activities:
Depreciation and amortization 1,398 1,446
Excess Inventory charge 750 --
Increase (decrease) from changes in:
Accounts receivable 3,314 562
Inventories 804 462
Other current assets (1) 142
Accounts payable (1,551) (1,378)
Accrued compensation 451 101
Other current liabilities (658) (720)
Minority interest 50 88
Other 151 --
-------- --------
Cash provided (used) by operating activities 117 (1,504)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (513) (651)
NWL acquisition (1,278) --
Other 68 (24)
-------- --------
Cash used by investing activities (1,723) (675)
-------- --------
CASH USED BY FINANCING ACTIVITIES:
Payments on obligations under capital leases (161) (57)
Proceeds from the sale of common stock under stock plans -- 80
Proceeds from bank loans 3,227 1,397
Repayment of bank loans (1,058) (67)
-------- --------
Cash provided by financing activities 2,008 1,353
-------- --------
Decrease in cash and cash equivalents 402 (826)
Cash and cash equivalents, beginning of period 1,456 2,465
-------- --------
Cash and cash equivalents, end of period $ 1,858 $ 1,639
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 209 $ 172
Income taxes $ 15 $ 13
Non-cash financing activities:
Equipment leases $ 561 $ 566
</TABLE>
See notes to condensed consolidated financial statements
5
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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 include 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, 1998
included in the Company's annual report on Form 10-K for the year ended
December 31, 1998. The results of operations for the three and six month
periods ended June 30, 1999 are not necessarily indicative of the
results expected for the full year.
2. Inventory was comprised of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
------- -------
<S> <C> <C>
Sub-assemblies and purchased parts $ 8,945 $ 9,371
Finished goods 3,585 4,713
------- -------
$12,530 $14,084
======= =======
</TABLE>
3. Basic net income (loss) per share is calculated using the weighted
average of common stock outstanding. Diluted net income per share is
calculated using the weighted average of common stock outstanding plus
dilutive common equivalent shares from stock options. Options to
purchase approximately 3,086,000 and 2,277,000 shares of common stock
were outstanding at June 30, 1999 and 1998, respectively. Options were
not included in the computation of diluted earnings (loss) per share
because the Company reported losses for the periods that ended at these
dates and, therefore, the effect would be anti-dilutive.
4. The Company considers cash equivalents to be short-term 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 June 30, 1999 and December 31, 1998, the Company's cash equivalents
were in the form of institutional money market accounts and totaled $0.3
million and $0.4 million, respectively. At June 30, 1999 and December
31, 1998, the Company had no investments in debt or equity securities.
5. During the year ended December 31, 1998, the Company adopted Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130). SFAS 130 requires translation adjustments, which
prior to adoption were reported in shareholders' equity, to be included
in comprehensive income (loss). The total comprehensive loss during the
quarters and six month periods ended June 30, 1999 and 1998 consisted of
(in thousands):
6
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<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net loss $(3,952) $(1,977) $(4,591) $(2,207)
Translation adjustments (41) (49) 3 (24)
------- ------- ------- -------
Comprehensive loss $(3,993) $(2,026) $(4,588) $(2,231)
======= ======= ======= =======
</TABLE>
6. During the year ended December 31, 1998, Laserscope adopted Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of
an Enterprise and Related Information" (SFAS 131). SFAS 131 changed the
way companies report selected segment information in annual financial
statements and requires those companies to report selected segment
information in interim financial reports to shareholders. During all
periods presented, the Company conducted its business predominantly
within one industry segment: the medical systems business.
7. In January 1999, pursuant to an agreement between Laserscope and the
minority interest owners of NWL Laser-Technologie GmbH ("NWL"), the
Company paid approximately $0.8 million in cash, and an additional $0.5
million in April 1999, to acquire an additional 27% interest in NWL.
These purchases bring Laserscope's ownership interest in NWL to 79%. The
approximate purchase price allocation for the transaction is $1.1
million for intangible assets (including developed technology,
distribution and workforce) and $0.2 million for additional interest in
tangible assets. The Company expects to pay an additional $1.0 million
in January 2001 for the remaining interest in NWL.
7
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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 NWL Laser-Technologie, GmbH ("NWL"), including the integration of
the operations and 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, Laserscope's ability to raise capital on terms acceptable
to the Company, or at all, 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.
Laserscope intends 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 Laserscope'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 affect the Company's ability to compete in terms
of price against products denominated in local currencies. There can be no
assurance that regulatory, geopolitical and other factors will not adversely
affect the Laserscope's operations in the future or require Laserscope to modify
its current business practices.
Many currently installed computer systems and software products are coded to
accept only two digit entries in the date field. Beginning in the year 2000,
these date fields need to accept four digit entries to distinguish 21st century
dates from 20th century dates. As a result, in approximately five months,
computer systems and/or software used by many companies may need to be upgraded
to comply with such "Year 2000" requirements. Significant uncertainty exists
concerning the potential effects associated with any noncompliance. Any Year
2000 compliance problem encountered by Laserscope, its suppliers, its service
providers or its customers could have a material adverse effect on the Company's
financial condition and operating results.
Other risks are detailed from time to time in Laserscope'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
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herein speak only as of the date hereof. Laserscope assumes no obligation to
update any forward-looking statements included herein.
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, 1998 contained in the Company's
Annual Report on Form 10-K.
The following table contains selected income statement information, which serves
as the basis of the discussion of the Company's results of operations for the
quarter and six months ended June 30, 1999 (in thousands except for
percentages):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998 % JUNE 30, 1999 JUNE 30, 1998 %
------------- -------------- ------ -------------- -------------- ------
AMOUNT %(a) AMOUNT %(a) CHANGE AMOUNT %(a) AMOUNT %(a) CHANGE
------ --- ------- --- ------ ------- --- ------- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues from sales of:
Lasers $5,232 55% $ 7,298 56% (28)% $12,376 58% $13,937 52% (11)%
Ascent medical systems -- -- 1,080 8% (100)% -- -- 3,053 11% (100)%
Instruments & supplies 2,786 29% 3,032 23% (8)% 5,926 28% 6,190 23% (4)%
Service 1,547 16% 1,723 13% (10)% 3,129 14% 3,544 14% (12)%
------ --- ------- --- ---- ------- --- ------- --- ----
Total net revenues $9,565 100% $13,133 100% (27)% $21,431 100% $26,724 100% (20)%
Gross margin $3,009 31% $ 5,512 42% (45)% $ 8,519 40% $12,082 45% (29)%
Research & development $1,181 12% $ 1,352 10% (13)% $ 2,564 12% $ 2,683 10% (4)%
Selling, general & admin $5,064 53% $ 5,723 44% (12)% $ 9,686 45% $11,068 41% (12)%
</TABLE>
(a) expressed as a percentage of total net revenues.
Net revenues decreased during the three and six months ended June 30, 1999
relative to the corresponding periods of 1998 as a combined result of lower
shipments of lasers, instrumentation and supplies and lower sales of services.
In addition, due to the sale of the Ascent Medical System ("AMS") assets and
liabilities in November 1998, Laserscope had no sales of AMS products in 1999
while sales of these products were $1.1 million and $3.1 million in the three
and six months ended June 30, 1998, respectively.
Revenues from the sales of laser systems decreased during the quarter and
six-month periods ended June 30, 1999 relative to the same periods in 1998. This
was due to a combination of lower unit shipments and higher average unit prices.
The lower unit shipments are the result of decreased shipments of the Company's
Surgical Laser Systems in the principally in the United States and the Pacific
Rim. The higher average unit prices reflect the higher mix of PDT units sold in
the United States and lower shipments to customers in Asia. In spite of higher
laser system unit prices in the United States during the first half of 1999
compared to the first half of 1998, the Company expects its future revenue mix
trends in the U.S. market to shift toward lower-priced lasers. In addition,
Laserscope believes that economic conditions in the Pacific Rim region will
continue to affect its revenues negatively. Growth in revenues from the sales of
laser equipment, if any, will be from growth in the European region.
Revenues from the sales of instrumentation and disposable supplies during the
quarter and six months ended June 30, 1999 decreased compared to the
corresponding periods in 1998. The decrease is due to the combination of lower
shipments of disposable supplies and
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decreased shipments of scanning devices sold as accessories to the Aura
office laser system. The Company believes that trends in sales of laser
equipment in the United States towards office lasers for aesthetic procedures
and away from lasers to be used in the hospital for non-aesthetic procedures
have resulted in decreased sales of disposable supplies. Office lasers used in
aesthetic procedures, although often times carrying accompanying one-time sales
of instrumentation, generally do not create a stream of sales of disposable
supplies. The Company expects revenues from the sales of instrumentation and
disposable supplies will depend on Laserscope's ability to increase its
installed base of systems, and to promote and develop surgical procedures that
use these products.
Laserscope's service revenues decreased during the three and six-month periods
ended June 30, 1999 compared to the same periods in 1998. This decrease is
principally attributable to lower domestic revenues resulting from reduced
service contract revenues from hospitals. The Company believes that future
revenues depend on increases to the installed base of lasers as well as the
acceptance of its service contracts by its customers.
The Company believes that acceptance of lasers in aesthetic surgery,
dermatology, urology and ear, nose and throat surgery will continue to be
important to its business. In addition, the Company expects that the adoption of
photodynamic therapy by medical practitioners will be important to its business.
The Company continues to invest in developing new instrumentation for emerging
surgical applications and in educating surgeons in the United States and
internationally to encourage the adoption of such new applications. Penetration
of the international market is generally increasing, and the Company continues
to view expansion of international sales as important to its success. During the
first half of 1999, international revenues accounted for 48% of total net
revenues, compared to 38% of total net revenues during the first half of 1998.
The increase as a percentage of total net revenues is due principally to the
discontinuance of sales of AMS products which were sold by the Company only in
the United States, and, to a lesser extent, higher international revenues.
Gross margin as a percentage of revenues during the quarter and six months ended
June 30, 1999 declined relative to the corresponding periods of 1998. This is
due principally to decreased production levels without corresponding reductions
in fixed manufacturing costs. The declines in production levels are the combined
result of lower shipment levels in the 1999 periods compared to 1998 periods as
well as the Company's efforts to reduce inventory levels. In addition,
Laserscope recorded a $0.8 million charge during the period ended June 30, 1999,
to provide for inventory the Company considered potentially obsolete. The
Company expects that gross margin as a percentage of revenues for the remainder
of 1999 will 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 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. The decreases in research and
development spending during the six month period ended June 30, 1999 relative to
the corresponding period in 1998 is due to decreased laser product development
activity in the United States during the quarter ended June 30, 1999. The
Company expects that amounts spent in research and development to remain at
similar levels during the remainder of 1999.
Selling, general and administrative expenses decreased during the quarter and
six-month periods ended June 30, 1999. This is due to a number of factors. As a
result of the sale of AMS assets and liabilities in November 1998, Laserscope
reduced expenses relating to the
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sales and marketing of AMS products. In addition, the Company has generally
reduced selling, general and administrative expenses under expense control
measures instituted during the latter part of 1998. Partially offsetting these
reductions is a $0.8 million charge recorded by Laserscope relating to severance
arrangements with employees that were terminated in a reduction in force late in
the quarter ended June 30, 1999.
Laserscope expects amounts spent in selling, general and administrative expenses
during the remainder of 1999 to be lower than amounts spent during the first
half of 1999. The expected reductions are due to continued expense reduction
programs instituted by the Company late in the quarter ended June 30, 1999.
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Liquidity and Capital Resources:
The following table contains selected balance sheet information that serves as
the basis of the discussion of the Company's liquidity and capital resources at
June 30, 1999 and for the six months then ended (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
-------- ---------
<S> <C> <C>
Cash and cash equivalents $ 1,858 $ 1,456
Total assets $ 32,338 $ 36,593
Net working capital $ 8,846 $ 13,722
</TABLE>
The net increase in cash and cash equivalents during the six month period was
due primarily to the combination of net proceeds from bank borrowings of $2.2
million, $1.3 million paid to increase Laserscope's interest in NWL and capital
expenditures of $0.5 million.
Cash provided by operating activities was the combined result of a net loss of
$4.6 million, a decrease in accounts payable of $1.6 million and a decrease in
other current liabilities of $0.7 million. Offsetting these uses were a
reduction in accounts receivable of $3.3 million, depreciation and amortization
of $1.4 million, a reduction in inventory of $0.8 million an excess inventory
charge of $0.8 million and an increase to accrued compensation of $0.5 million.
Cash used by investing activities primarily consisted of capital expenditures of
$0.5 million and increased investment in NWL of $1.3 million.
Cash provided by financing activities primarily consisted of net increases in
bank loans of $2.2 million.
The Company has in place a $5.0 million revolving bank line of credit that
expires in November 1999. At June 30, 1999, the collateral provisions allowed
for approximately $5.0 million in borrowings and $4.7 million in borrowings were
outstanding. The loss reported by the Company during the quarter ended June 30,
1999 violated the profitability and minimum net worth covenants of the loan
agreement. Laserscope currently expects to renegotiate the terms of this line,
however, there can be no assurance that management will be able to accomplish
this in a timely manner, on acceptable terms, or at all.
In addition, NWL has in place various bank lines totaling approximately $2.0
million that expire in 1999 and 2000 under which $1.0 million in borrowings were
outstanding at June 30, 1999.
The Company anticipates that future changes in cash and working capital will be
dependent on a number of factors including management's ability to manage
effectively non-cash assets such as inventory and accounts receivable. At June
30, 1999, the Company's inventories consisted of $12.5 million comprised of $8.9
million of sub-assemblies and purchased parts and $3.6 million of finished
goods. This represents an 11% decrease from inventories at December 31, 1998
which consisted of $14.1 million, comprised of $9.4 million of sub-assemblies
and purchased parts and $4.7 million of finished goods. The Company competes in
a competitive industry where technological changes and acceptance of new and
alternative procedures by its customers is rapid. Management's ability to
anticipate and adapt to these changes will significantly affect the Company's
investment in inventory and the potential for inventory valuation adjustments.
In addition, the level of profitability of the Company will have a significant
impact on cash resources.
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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 has historically financed acquisitions using its existing
cash resources. While the Company believes its remaining cash resources will be
sufficient to fund its operating needs for the next twelve months, additional
financing either through its bank lines of credit or otherwise will be required
for the Company's currently envisioned long term needs. There can be no
assurance that such additional financing will be available on terms acceptable
to the Company, or at all.
YEAR 2000
As described earlier, the year 2000 computer issue creates a risk for
Laserscope. If internal systems do not correctly recognize date information when
the year changes to 2000, there could be a material adverse effect on the
Company's operations. The risk for the Company exists in four areas: (i)
Information systems and equipment used by the Company to operate its business;
(ii) systems used by the Company's suppliers; (iii) the products sold by the
Company; and (iv) the potential for reduced spending by customers for
Laserscope's products and services as a result of significant spending on year
2000 issues and related adverse effects of such issues on the customer's
business. The Company is currently evaluating its exposure in all of these
areas.
Laserscope has completed its upgrade of the business critical internal
information systems and equipment that the Company had identified to be year
2000 non-compliant. At this time, Laserscope is developing contingency plans to
address the potential of unidentified year 2000 non-compliance and will have
these plans completed by the end of September 1999. For the year 2000
non-compliance issues identified to date, the cost of upgrade or replacement has
been less than $200,000 through June 30, 1999. Laserscope does not expect any
remaining costs of year 2000-related upgrades or replacements to affect
materially its operating results. The Company intends to fund any such
compliance efforts through working capital generated by operations. If
significant new non-compliance issues are identified, the Company's results of
operations or financial condition could be adversely affected. However, the
Company believes that it has completed its year 2000 compliance review and
necessary system modifications and does not anticipate adverse consequences.
Laserscope has also contacted its critical suppliers to determine whether such
suppliers' operations and the products and services they provide to the Company
are year 2000 compliant, and has evaluated the responses. At present, several
critical suppliers have not responded and Laserscope is in the process of again
contacting them. Where practical, the Company will attempt to mitigate its risks
with respect to the failure of its suppliers to be year 2000 ready. In the event
that suppliers are not year 2000 compliant, the Company may need to seek
alternative sources. Any such failures by critical suppliers could have a
material adverse effect on the Company's results of operations or financial
condition.
Laserscope believes that the majority of the products it sells are year 2000
compliant in all material respects; however, because all customer situations
cannot be anticipated, the Company may see an increase in warranty and other
claims as a result of the year 2000 transition. While litigation regarding year
2000 compliance issues is expected to escalate, the Company does not believe
that the effect of customer claims is reasonably likely to materially affect the
Company's results of operations or financial condition.
Year 2000 compliance is an issue for virtually all businesses whose systems and
applications may require significant hardware and software upgrades or
modifications. Companies owning
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and operating such systems may plan to devote a substantial portion of their
information systems' spending to fund such upgrades and modifications and divert
spending away from the purchase of the Company's products and services. Such
changes in customers' spending patterns could have an adverse effect on the
Company's sales, but the effect on operating results and financial condition is
not known at this time.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of risks, including changes in interest
rates affecting the return on its investments, outstanding debt balances and
foreign currency fluctuations. In the normal course of business, the Company
employs established policies and procedures to manage its exposure to
fluctuations in interest rates and foreign currency values.
INTEREST RATE RISK
The Company's exposure to market rate risk for changes in interest rates relate
primarily to the Company's investment and debt portfolios. Laserscope has not
used derivative financial instruments in its investment or debt portfolios. The
Company invests its excess cash in money market funds and commercial paper. The
Company's debt financing consists mainly of bank loans requiring either fixed or
variable rate interest payments. Investments in and borrowings under both
fixed-rate and floating-rate interest-earning instruments carry a degree of
interest rate risk. On the investment side, fixed-rate securities may have their
fair market value adversely affected due to a rise in interest rates, while
floating-rate securities may produce less income than expected if interest rates
fall. In addition, Laserscope's future investment income may fall short of
securities analyst expectations due to changes in interest rates or the Company
may suffer losses in principal if forced to sell securities which have declined
in market value due to changes in interest rates. On the debt side, borrowings
that require fixed-rate interest payments require greater than current market
rate interest payments if interest rates fall, while floating rate borrowings
may require greater interest payments if interest rates rise. Additionally, the
Company's future interest expense may be greater than expected due to changes in
interest rates.
FOREIGN CURRENCY RISK
International revenues were 47% of total revenues in the quarter ended June 30,
1999, compared to 40% of total revenues during the comparable period in 1998.
International sales are made through international distributors and wholly- and
majority-owned subsidiaries with payments to Laserscope typically denominated in
the local currencies of the United Kingdom, France and Germany, and in U.S.
dollars in the rest of the world. The Company's international business is
subject to risks typical of an international business, including, but not
limited to, differing economic conditions, changes in political climate,
differing tax structures, other regulations and restrictions, and foreign
exchange rate volatility. Accordingly, the Company's future results could be
materially adversely affected by changes in these or other factors. The effect
of foreign exchange rate fluctuations on the Company in the quarters and six
month periods ended June 30, 1999 and 1998 were not material, and the Company
does not engage in hedging transactions for speculative or trading purposes.
14
<PAGE> 15
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
(a) The annual meeting of shareholders was held on June 11, 1999.
(b) The first matter voted upon at the meeting was the election of
directors and the results of that vote were as follows:
<TABLE>
<CAPTION>
Present but
For Withheld Abstained Not Voting
--------- -------- --------- ----------
<S> <C> <C> <C> <C>
E. Walter Lange 8,347,107 303,069 0 0
Robert V. McCormick 8,343,801 306,375 0 0
Rodney Perkins, M.D. 8,347,107 303,069 0 0
Robert J. Pressley, Ph.D. 8,343,849 306,327 0 0
</TABLE>
(c) The second matter voted upon at the meeting and the results of that
vote were as follows:
<TABLE>
<CAPTION>
Present but
For Opposed Abstained Not Voting
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
To authorize an 7,528,507 1,046,365 75,304 0
amendment to the
Company's 1994 Stock
Option Plan to increase the
number of shares for issuance
thereunder by 200,000 shares to
an aggregate of 2,750,000 shares.
</TABLE>
15
<PAGE> 16
(d) The third matter voted upon at the meeting and the results of that
vote were as follows:
<TABLE>
<CAPTION>
Present but
For Opposed Abstained Not Voting
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
To approve the 7,815,208 744,794 90,174 0
adoption of the
Company's 1999 Employee
Stock Purchase Plan and to
reserve 100,000 shares of
Common Stock for issuance
thereunder.
</TABLE>
(e) The fourth matter voted upon at the meeting and the results of that
vote were as follows:
<TABLE>
<CAPTION>
Present but
For Opposed Abstained Not Voting
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
To approve the 7,292,529 1,263,309 94,338 0
adoption of the
Company's 1999 Directors'
Stock Option Plan and to
reserve 300,000 shares of
Common Stock for issuance
thereunder.
</TABLE>
(f) The fifth matter voted upon at the meeting and the results of that
vote were as follows:
<TABLE>
<CAPTION>
Present but
For Opposed Abstained Not Voting
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
To ratify the appointment 8,442,745 160,317 47,114 0
of Ernst & Young LLP as the
independent auditors for the
Company for the fiscal year
ending December 31, 1999.
</TABLE>
ITEM 5. OTHER INFORMATION
None
16
<PAGE> 17
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: August 2, 1999
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,858
<SECURITIES> 0
<RECEIVABLES> 9,774
<ALLOWANCES> 655
<INVENTORY> 12,530
<CURRENT-ASSETS> 24,375
<PP&E> 17,919
<DEPRECIATION> 13,265
<TOTAL-ASSETS> 32,338
<CURRENT-LIABILITIES> 15,529
<BONDS> 0
51,268
0
<COMMON> 0
<OTHER-SE> (36,969)
<TOTAL-LIABILITY-AND-EQUITY> 32,338
<SALES> 21,431
<TOTAL-REVENUES> 21,431
<CGS> 12,912
<TOTAL-COSTS> 12,912
<OTHER-EXPENSES> 12,250
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 682
<INCOME-PRETAX> (4,463)
<INCOME-TAX> 128
<INCOME-CONTINUING> (4,591)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,591)
<EPS-BASIC> (.37)
<EPS-DILUTED> (.37)
</TABLE>
