<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 September 30, 2000 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, 2000 was 15,727,072.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<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............................. 9
Results of Operations..................................................... 9
Liquidity and Capital Resources........................................... 12
Recent Accounting Pronouncements.......................................... 13
Item 3. Qualitative and Quantitative Disclosures About Market Risk................ 13
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.............................................................. 15
Item 6. Exhibits and Reports on Form 8-K........................................ 16
SIGNATURES ......................................................................... 16
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
LASERSCOPE
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
(thousands) 2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,405 $ 1,449
Accounts receivable, net 9,563 9,500
Inventories 7,553 10,052
Other current assets 1,055 1,281
-------- --------
Total current assets 21,576 22,282
Property and equipment, net 2,138 3,949
Developed technology and other intangibles, net -- 2,598
Other assets 589 127
-------- --------
Total assets $ 24,303 $ 28,956
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term bank loans $ 1,366 $ 7,361
Accounts payable 1,447 3,412
Accrued compensation 1,159 1,453
Other current liabilities 2,996 3,250
-------- --------
Total current liabilities 6,968 15,476
Long-term liabilities:
Convertible subordinated debentures 3,000 --
Obligations under capital leases 346 534
Mortgages and other long term loans -- 862
-------- --------
Total long-term liabilities: 3,346 1,396
Commitments and contingencies
Minority interest -- 37
Shareholders' equity:
Common stock 54,275 52,467
Accumulated deficit (38,744) (39,200)
Accumulated other comprehensive income (1,363) (1,027)
Notes receivable from shareholders (179) (193)
-------- --------
Total shareholders' equity 13,989 12,047
-------- --------
Total liabilities and shareholders' equity $ 24,303 $ 28,956
======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE> 4
LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
(thousands except per share amounts) 2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues ...................................... $ 9,254 $ 9,892 $ 27,176 $ 31,323
Cost of sales ..................................... 4,614 5,410 14,275 18,322
-------- -------- -------- --------
Gross margin ...................................... 4,640 4,482 12,901 13,001
Operating expenses:
Research and development ...................... 772 989 2,463 3,553
Selling, general and administrative ........... 3,226 4,441 9,655 14,127
-------- -------- -------- --------
3,998 5,430 12,118 17,680
Operating income (loss) ........................... 642 (948) 783 (4,679)
Interest income (expense) and other, net .......... (137) (345) (327) (1,027)
-------- -------- -------- --------
Income (loss) before income taxes
and minority interest ......................... 505 (1,293) 456 (5,706)
Provision for income taxes ........................ -- 13 -- 141
-------- -------- -------- --------
Income (loss) before minority interest ............ 505 (1,306) 456 (5,847)
Minority interest ................................. -- 2 -- 52
-------- -------- -------- --------
Net income (loss) ................................. $ 505 $ (1,308) $ 456 $ (5,899)
======== ======== ======== ========
Basic net income (loss) per share ................. $ 0.03 $ (0.10) $ 0.03 $ (0.47)
======== ======== ======== ========
Diluted net income (loss) per share ............... $ 0.03 $ (0.10) $ 0.03 $ (0.47)
======== ======== ======== ========
Shares used in basic per share calculations ....... 15,610 12,550 15,474 12,564
======== ======== ======== ========
Shares used in diluted per share calculations ..... 19,277 12,550 19,049 12,564
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements
4
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LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
(thousands) 2000 1999
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 456 $(5,899)
Adjustments to reconcile net loss to cash provided
(used) by operating activities:
Depreciation and amortization 1,338 2,362
Excess inventory charge -- 750
Increase (decrease) from changes in:
Accounts receivable (2,541) 2,817
Inventories (15) 1,441
Other current assets 266 (768)
Accounts payable (735) (681)
Accrued compensation (294) (141)
Other current liabilities 122 (999)
Minority interest -- 52
Repayment and write-off of shareholder notes 14 169
-------- -------
Cash used by operating activities (1,389) (897)
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (302) (474)
NWL acquisition -- (1,278)
Other (441) (127)
-------- -------
Cash used by investing activities (743) (1,879)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on obligations under capital leases (233) (271)
Cash transferred to Wavelight in NWL sale (296) --
Proceeds from the NWL sale 3,429 --
Proceeds from the sale of common stock under stock plans 780 --
Proceeds from the sale of common stock in private placement(1) 731 --
Proceeds from the issuance of convertible subordinated debentures(1) 2,632 --
Proceeds from bank loans 16,534 3,621
Repayment of bank loans (19,489) (1,143)
-------- -------
Cash provided by financing activities 4,088 2,207
-------- -------
Increase in cash and cash equivalents 1,956 (569)
Cash and cash equivalents, beginning of period 1,449 1,456
-------- -------
Cash and cash equivalents, end of period $ 3,405 $ 887
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 444 $ 378
Income taxes $ 15 $ 15
Non-cash financing activities:
Equipment leases -- $ 12
Non-cash reduction in assets relating to NWL sale $ 8,949 --
Non-cash reduction in liabilities relating to NWL sale $ 5,415 --
</TABLE>
(1) Net of issuance costs
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, 1999 included in the Company's annual report
on Form 10-K for the year ended December 31, 1999. The results of operations
for the three and nine month periods ended September 30, 2000 are not
necessarily indicative of the results expected for the full year.
2. Inventory was comprised of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -------------
<S> <C> <C>
Sub-assemblies and purchased parts $ 5,498 $ 7,013
Finished goods 2,055 3,039
------- -------
$ 7,553 $10,052
======= =======
</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, warrants and convertible debentures.
Options to purchase approximately 2,937,000 and 3,606,000 shares of common
stock were outstanding at September 30, 2000 and 1999, respectively. In
addition, warrants to purchase approximately 459,000 shares of common stock
and debentures convertible into 2,400,000 shares of common stock were
outstanding at September 30, 2000. Options, warrants and convertible
debentures were not included in the computation of diluted earnings per
share for the periods Laserscope reported losses because 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. Laserscope had no cash equivalents at September 30 2000 or
December 31, 1999. At September 30, 2000 and December 31, 1999, the Company
had no investments in debt or equity securities.
6
<PAGE> 7
5. Total comprehensive loss during the periods ended September 30, 2000 and
1999 consisted of (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2000 1999 2000 1999
----- ------- ----- -------
<S> <C> <C> <C> <C>
Net income (loss) $ 505 $(1,308) $ 456 $(4,591)
Translation adjustments (193) (195) (441) (127)
----- ------- ----- -------
Comprehensive income (loss) $ 312 $(1,503) $ 15 $(4,718)
===== ======= ===== =======
</TABLE>
6. During all periods presented, the Company conducted its business
predominantly within one industry segment: the medical systems business.
7. On February 18, 2000, the Company signed an agreement with Wavelight Laser
Technologie AG (`Wavelight") to sell its interest in NWL Laser Technologie
GmbH ("NWL"). The sale, which was approved by Wavelight's shareholders on
March 31, 2000, has an effective date of January 1, 2000. As part of the
transaction, NWL will continue to distribute Laserscope's products in all
countries covered by NWL's current distribution channels. The details of the
transaction are as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Assets and liabilities sold:
Cash $ 296
Accounts receivable 2,477
Inventory 2,514
Other current assets 329
Property, plant & equipment 857
Licenses & intangible assets 2,707
Accounts payable & accruals (1,255)
Income taxes payable (323)
Short-term bank loans (3,040)
Long-term bank loans (863)
Minority interest & other (37)
------
3,662
Proceeds:
Received May 2000 3,429
In escrow until 2001 400
Total 3,829
------
Net Gain $ 167
======
</TABLE>
Laserscope will defer recognition of the gain until the funds held in escrow are
paid to the Company.
8. On January 14, 2000, Laserscope completed the second and final closing of a
private placement of common stock. In the transaction, the Company issued
995,000 shares
7
<PAGE> 8
to accredited investors in exchange for proceeds (net of offering expenses)
of $731,000. As part of the transaction, the Company also issued 218,875
five year warrants to purchase Laserscope common stock at a price of $1.25
to the placement agent.
9. On February 11, 2000, the Company issued $3,000,000 of 8% Convertible
Subordinated Debentures with a schedule maturity in 2007 to affiliates of
the Renaissance Capital Group. The debentures are convertible into common
stock of the Company at a conversion price of $1.25 per share subject to
adjustment in certain events. Laserscope may redeem the debentures at any
time at 101% of par value in certain events. The debentures contain a
mandatory principal payment feature whereby the Company is required to pay
monthly principal installments equaling ten dollars per thousand dollars of
the remaining principal amount beginning February 11, 2002. As part of the
transaction, the Company also issued 218,875 five year warrants to purchase
Laserscope common stock at a price of $1.50 to the placement agent.
10. In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
or SAB 101. SAB 101 provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. In recent actions, the SEC
has further delayed the required implementation date which, for Laserscope,
will be the fourth quarter of 2000, retroactive to the beginning of the
fiscal year. The SEC recently provided additional implementation guidance in
the form of "Frequently Asked Questions." Based on this information, our
preliminary conclusion is that the implementation of SAB 101 will not have a
material impact on our financial position, results of operations or cash
flows for the year ending December 31, 2000.
11. In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
methods for accounting for derivative financial instruments and hedging
activities related to those instruments, as well as other hedging
activities. Because we do not currently hold any derivative instruments and
do not engage in hedging activities, the adoption of SFAS 133 is not
expected to have a significant impact on our financial position, results of
operations or cash flows. We will be required to implement SFAS 133, as
amended, for the quarter beginning January 1, 2001.
8
<PAGE> 9
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 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 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.
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 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, 1999 contained in the Company's
Annual Report on Form 10-K.
9
<PAGE> 10
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 nine months ended September 30, 2000 (in thousands except for
percentages):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------- ------------------------------------
SEPT. 30, 2000 SEPT. 30, 1999 % SEPT. 30, 2000 SEPT. 30, 1999 %
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 $4,900 53% $5,381 54% (9)% $14,328 53% $17,758 57% (19)%
Instruments & supplies 2,751 30% 2,881 29% (5)% 8,435 31% 8,807 28% (4)%
Service 1,603 17% 1,630 17% (2)% 4,413 16% 4,758 15% (7)%
------ --- ------ --- --- ------- --- ------- --- ---
Total net revenues $9,254 100% $9,892 100% (6)% $27,176 100% $31,323 100% (13)%
Gross margin $4,640 50% $4,482 45% 4 % $12,901 47% $13,001 42% (1)%
Research & development $ 772 8% $ 989 10% (22)% $ 2,463 9% $ 3,553 11% (31)%
Selling, general & admin $3,226 35% $4,441 45% (27)% $ 9,655 36% $14,127 45% (32)%
</TABLE>
(a) expressed as a percentage of total net revenues.
Net revenues decreased during the three and nine months ended September 30, 2000
relative to the corresponding periods of 1999. The decrease is primarily
attributable to the Company discontinuing sales of NWL products and services.
Sales of NWL products and services contributed revenues of approximately $1.2
million during the third quarter of 1999 and approximately $4.5 million during
the first nine months of 1999. Laserscope sold NWL effective January 1, 2000 but
retained distribution of the Company's products through NWL in Germany. This
decrease was partially offset by higher sales of Laserscope products and
services during these periods.
Revenues from the sales of laser systems decreased during the quarter and
nine-month periods ended September 30, 2000 relative to the same periods in
1999. This was due principally to Laserscope's discontinuing the sale of NWL
lasers which represented approximately $0.7 million and $3.2 million in total
net revenues during the quarter and nine month periods ended September 30, 1999,
respectively. This reduction was partially offset by higher sales of Laserscope
lasers during the quarter ended September 30, 2000 relative to the same period
in 1999 with year to date sales of Laserscope lasers being at approximately the
same level in each of the nine month periods ended September 30, 2000. The
higher levels of Laserscope laser sales in the quarter ended September 30, 2000
resulted from higher unit shipments at lower average selling prices due to an
increased number of aesthetic lasers sold. The Company expects that its revenue
mix trends in all geographic markets will continue to shift toward lower-priced
office-based aesthetic lasers.
Revenues from the sales of instrumentation and disposable supplies decreased
during the quarter and nine months ended September 30, 2000 compared to the
corresponding periods in 1999. The decrease is principally due to the
discontinued sales of NWL's instrumentation and lower sales of disposable
devices, partially offset by increased sales of laser scanning devices sold with
lasers.
The Company believes that sales of laser equipment in the United States, which
have trended towards lower-priced office lasers for aesthetic procedures and
away from lasers to be used in the hospital for non-aesthetic procedures, has
resulted in lower sales of disposable supplies
10
<PAGE> 11
and instrumentation. Office lasers used in aesthetic procedures, although
carrying 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 to depend on the Laserscope's ability to
develop and promote surgical procedures that use these products and to increase
its installed base of systems.
Laserscope's service revenues decreased during the three and nine-month periods
ended September 30, 2000 compared to the same periods in 1999. This decrease is
principally attributable to the discontinued sale of NWL services, partially
offset by higher domestic revenues as a result of increased service contract
revenues. 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. Laserscope 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.
Gross margin as a percentage of revenues during the quarter and nine months
ended September 30, 2000 increased relative to the corresponding periods of
1999. This is due primarily to a revenue mix shift towards Laserscope's higher
margin Lyra product during the quarter and nine months ended September 30, 2000.
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. Laserscope expects that gross margin as a percentage of revenues for
the remainder of 2000 may vary from quarter to quarter 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 Laserscope's existing products. These expenses decreased during
the quarter and nine month periods ended September 30, 2000 compared to the same
periods in 1999 due to decreased laser product development activity in the
United States, and to a lesser extent the elimination of NWL research and
development expenses. The Company expects that amounts spent in research and
development will remain at similar levels during the remainder of 2000.
Selling, general and administrative expenses decreased during the quarter and
nine month periods ended September 30, 2000, compared to the corresponding
periods in 1999. The decreases are due principally to expense reduction programs
instituted by Laserscope in third quarter of 1999 and, to a lesser extent, the
elimination of NWL selling, general and administrative expenses. Laserscope
expects amounts spent in selling, general and administrative expenses to
increase during the remainder of 2000 as variable selling and marketing expenses
increase.
11
<PAGE> 12
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
September 30, 2000 and for the nine months then ended (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 3,405 $ 1,449
Total assets $24,303 $28,956
Net working capital $14,608 $ 6,806
</TABLE>
The net increase in cash and cash equivalents during the nine month period was
due primarily to the receipt of the net proceeds from the sale of NWL.
Cash used by operating activities totaled $1.4 million and was the combined
result of increased accounts receivable of $2.5 million, decreased accounts
payable of $0.7 million and decreased accrued compensation of $0.3 million.
Offsetting these uses were depreciation and amortization of $1.3 million, net
income of $0.5 million, a reduction in other current assets of $0.3 million and
an increase to other current liabilities of $0.1 million.
Cash used by investing activities consisted of capital expenditures of $0.3
million and other comprehensive income of $0.4 million.
Cash provided by financing activities totaled $4.1 million and consisted of net
proceeds from the sale of NWL of $3.1 million, net proceeds from the sale of
convertible debentures - $2.6 million; net proceeds from the private placement
of common stock - $0.7 million; and proceeds from the sale of common stock under
stock plans $0.8 million. These sources were offset by reductions in short-term
bank borrowings of $3.0 million; and payments on obligations under capital
leases of $0.2 million.
The Company has in place a $6.0 million asset based line of credit based on the
Company's eligible accounts receivable and inventory which expires in September
2001. At September 30, 2000, the Company had approximately $3.0 million in
collateral available against the $1.4 million outstanding and was in compliance
with all financial covenants.
Laserscope anticipates that future changes in cash and working capital will
depend on a number of factors, including, but not limited to, management's
ability to effectively manage non-cash assets such as inventory and accounts
receivable. 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. Historically, a source of liquidity for the
Company has been the sale of common stock under stock plans, principally
employee stock option and stock purchase plans. To the extent that the market
price of the common stock discourages the exercise of stock options, this source
of liquidity may be unavailable. At September 30, 2000, options to purchase
approximately 2.9 million shares of Laserscope's common stock were outstanding,
of which approximately 1.6 million were exercisable at a weighted average
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<PAGE> 13
exercise price of $2.05. Finally, the level of profitability of the Company will
have a significant effect on cash resources.
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 existing 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 also can be no assurance that any additional financing will be available
on terms acceptable to the Company, or at all. In addition, future equity
financings could result in dilution to the Company's shareholders, and future
debt financings could result in certain financial and operational restrictions.
RECENT ACCOUNTING PRONOUNCEMENTS:
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" or SAB 101. SAB
101 provides guidance on the recognition, presentation and disclosure of revenue
in financial statements. In recent actions, the SEC has further delayed the
required implementation date which, for Laserscope, will be the fourth quarter
of 2000, retroactive to the beginning of the fiscal year. The SEC recently
provided additional implementation guidance in the form of "Frequently Asked
Questions." Based on this information, our preliminary conclusion is that the
implementation of SAB 101 will not have a material impact on our financial
position, results of operations or cash flows for the year ending December 31,
2000.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes methods for
accounting for derivative financial instruments and hedging activities related
to those instruments, as well as other hedging activities. Because we do not
currently hold any derivative instruments and do not engage in hedging
activities, the adoption of SFAS 133 is not expected to have a significant
impact on our financial position, results of operations or cash flows. We will
be required to implement SFAS 133, as amended, for the quarter beginning January
1, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE 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.
13
<PAGE> 14
INTEREST RATE RISK
The Company's exposure to market rate risk for changes in interest rates relates
primarily to the Company's investment and debt portfolios. The Company 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 consist of convertible debentures and 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, the Company's future investment
income may fall short of 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 41% and 37% in the quarter and nine months ended
September 30, 2000, respectively compared to 43% and 46% in the same periods in
1999. International sales are made through international distributors and
wholly- and majority-owned subsidiaries with payments to the Company typically
denominated in the local currencies of the United Kingdom and France, 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 three and nine month
periods ended September 30, 2000 and 1999 was 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.
In 1997, a medical malpractice and product liability suit was filed against a
hospital, two physicians and Laserscope relating to a laser manufactured by
Heraeus Surgical, Inc. which was acquired by Laserscope in August 1996. On May
12, 2000, the parties in the case agreed to binding arbitration under which the
maximum award to the plaintiff would be within the Company's insurance policy
limits.
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 INFORMATION
None
15
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith (numbered in accordance with Item 601 of
Regulation S-K):
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10.11H Amendment to Loan and Security Agreement between the Registrant
and Silicon Valley Bank dated September 25, 2000.
27 Financial Data Schedule
</TABLE>
(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: November 8, 2000
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.11H Amendment to Loan and Security Agreement between the Registrant
and Silicon Valley Bank dated September 25, 2000.
27 Financial Data Schedule
</TABLE>
17
