<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- -------
Exchange Act of 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
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
0-26890
Perclose, Inc.
--------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3154669
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
199 Jefferson Drive, Menlo Park, CA 94025-1114
----------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone, including area code: (415) 473-3100
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
requirements for the past 90 days.
(Item 1) Yes X No
------- ------
(Item 2) Yes X No
------- -----
As of July 26, 1996, there were 9,493,986 shares of the Registrant's Common
Stock outstanding.
Exhibit Index on page: 15
Total number of pages: 17
1
<PAGE>
PERCLOSE, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Balance Sheets as of June 30, 1996 and
March 31, 1996 3
Statements of Operations for the three
months ended June 30, 1996 and 1995 4
Statements of Cash Flows for the three months
ended June 30, 1996 and 1995 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION 13
SIGNATURES 14
EXHIBIT INDEX 15
2
<PAGE>
PERCLOSE, INC.
BALANCE SHEETS
June 30, March 31,
1996 1996
-------------- -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,501,830 $ 9,803,777
Short-term investments 26,425,295 28,052,742
Accounts receivable 1,252,556 920,217
Inventories 541,644 529,606
Other receivables 81,933 3,212
Prepaid expenses 218,349 274,364
----------- -----------
Total current assets 38,021,607 39,583,918
Equipment and leasehold improvements 2,317,547 2,050,475
Less accumulated depreciation (1,207,551) (1,068,353)
----------- -----------
1,109,996 982,122
Other assets 495,821 350,421
----------- -----------
Total assets $ 39,627,424 $ 40,916,461
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 279,549 $ 317,222
Accrued compensation 354,589 413,840
Accrued license fee 191,563 188,750
Other accrued expenses 952,335 629,253
Current portion of notes payable 364,867 356,153
----------- -----------
Total current liabilities 2,142,903 1,905,218
Long-term portion of notes payable 415,145 510,789
Stockholders' equity:
Convertible preferred stock, no par value - -
Common stock, $0.001 par value 9,485 9,502
Additional paid-in capital 57,139,915 57,372,411
Accumulated deficit (19,856,937) (18,436,607)
Deferred compensation (223,087) (444,852)
----------- -----------
Total stockholders' equity 37,069,376 38,500,454
----------- -----------
Total liabilities and stockholders' equity $ 39,627,424 $ 40,916,461
----------- -----------
----------- -----------
See accompanying notes.
3
<PAGE>
PERCLOSE, INC.
STATEMENT OF OPERATIONS
(unaudited)
Three Months Ended
June 30,
-------------------------------
1996 1995
------------ ------------
Net revenues, product sales $ 1,500,175 $ 165,623
Operating expenses:
Cost of goods sold, including
manufacturing start-up expenses
in 1995 1,162,039 1,072,787
Research and development 1,064,964 727,296
Marketing, general, and administrative 1,183,392 884,738
------------ ------------
Total operating expenses 3,410,395 2,684,821
------------ ------------
Loss from operations (1,910,220) (2,519,198)
Interest income 469,303 100,929
Interest expense (30,988) (29,937)
------------ ------------
438,315 70,992
------------ ------------
Net loss $(1,471,905) $(2,448,206)
------------ ------------
------------ ------------
Net loss per share $ (0.15)
------------
------------
Shares used in computing
net loss per share 9,498,871
------------
------------
Pro forma net loss per share $ (0.38)
------------
------------
Shares used in computing pro
forma net loss per share 6,449,583
------------
------------
See accompanying notes.
4
<PAGE>
PERCLOSE, INC.
STATEMENT OF CASH FLOWS
(unaudited)
Three Months Ended
June 30,
--------------------------------
1996 1995
------------ ------------
OPERATING ACTIVITIES
Net loss $ (1,471,905) $(2,449,379)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 139,198 182,054
Deferred compensation amortization 28,391 25,450
Changes in operating assets and liabilities:
Accounts receivable (332,339) 65,799
Inventory (12,038) 17,910
Other receivables (78,721) (2,485)
Prepaid expenses 56,015 47,274
Accounts payable (37,673) (191,689)
Accrued expenses 266,643 (191,005)
------------ ------------
Net cash provided by (used in)
operating activities (1,442,429) (2,496,071)
INVESTING ACTIVITIES
Purchases of short-term investments (5,163,684) -
Proceeds from sales and maturities of
short-term investments 6,842,708 1,479,222
Purchases of equipment and improvements (267,073) (142,651)
Other assets (145,400) (9,714)
------------ ------------
Net cash provided by (used in)
investing activities 1,266,551 1,326,857
FINANCING ACTIVITIES
Principal payments under capital lease
obligations and notes payable (86,930) (71,014)
Proceeds from borrowing on notes payable - 107,682
Proceeds from issuance of convertible
preferred stock - -
Proceeds from issuance of common stock 8,257 67,078
Repurchase of common stock (47,396) -
------------ -----------
Net cash provided by (used in)
financing activities (126,069) 103,746
Net increase (decrease) in cash and cash
equivalents (301,947) (1,065,468)
Cash and cash equivalents at beginning
of period 9,803,777 3,743,592
------------ ------------
Cash and cash equivalents at end of
period $ 9,501,830 $ 2,678,124
------------ ------------
------------ ------------
See accompanying notes.
5
<PAGE>
PERCLOSE, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.
The operating results of the interim periods presented are not necessarily
indicative of the results for the year ending March 31, 1997 or for any future
interim period. The accompanying financial statements should be read in
conjunction with the audited financial statements and notes thereto for the year
ended March 31, 1996 included in the Company's Annual Report on Form 10-K as
filed with the Securities Exchange Commission.
Beginning with fiscal 1995, the Company's fiscal year ends on the last
Friday in March. The Company's fiscal quarters end on the Friday closest to the
end of each calendar quarter. The three months shown as having ended June 30,
1996 and 1995 actually ended on June 28, 1996 and June 30, 1995, respectively.
For ease of presentation, the accompanying financial statements have been shown
as ending on the last day of the calendar month.
Note 2. Available-for-Sale Securities
At June 30, 1996 and March 31, 1996, all debt securities are designated as
available-for-sale. Available-for-sale securities are carried at fair value
with unrealized gains and losses, net of tax, reported in stockholders' equity.
The amortized cost of available-for-sale debt securities is adjusted for the
amortization of premiums and the accretion of discounts to maturity. Such
amortization is included in interest income. Realized gains and losses and
declines in value judged to be other-than-temporary on available-for-sale
securities are included in interest income. The cost of securities sold is
based on the specific identification method. Interest and dividends on
securities classified as available-for-sale are included in interest income.
6
<PAGE>
PERCLOSE, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
The following is a summary of available-for-sale securities at June 30, 1996:
Amortized Gross Unrealized Estimated Fair
Cost Losses Value
----------- -------- -----------
Obligations of federal
government agencies $ 2,966,859 $ - $ 2,966,859
Corporate obligations,
principally commercial
paper and corporate notes 31,032,565 76,257 30,956,308
----------- -------- -----------
$33,999,424 $ 76,257 $33,923,167
----------- -------- -----------
----------- -------- -----------
Amounts included in
short-term investments $26,501,552 $ 76,257 $26,425,295
Amount included in cash
and cash equivalents 7,497,872 - 7,497,872
----------- -------- -----------
$33,999,424 $ 76,257 $33,923,167
----------- -------- -----------
----------- -------- -----------
The following is a summary of available-for-sale securities at March 31, 1996:
Amortized Gross Unrealized Estimated Fair
Cost Losses Value
----------- -------- -----------
Obligations of federal
government agencies $ 2,966,642 $ - $ 2,966,642
Corporate obligations,
principally commercial
paper and corporate notes 33,180,046 127,833 33,052,213
----------- -------- -----------
$36,146,688 $127,833 $36,018,855
----------- -------- -----------
----------- -------- -----------
Amounts included in
short-term investments $28,180,575 $127,833 $28,052,742
Amount included in cash
and cash equivalents 7,966,113 - 7,966,113
----------- -------- -----------
$36,146,688 $127,833 $36,018,855
----------- -------- -----------
----------- -------- -----------
During the three months ended June 30, 1996 there were no sales of
available-for-sale securities for gross realized gains or losses.
Available-for-sale debt securities at June 30, 1996 by contractual maturity
are shown below:
Estimated Fair
Value
--------------
Due in one year or less $29,817,985
Due after one to two years $ 4,105,182
--------------
$33,923,167
--------------
--------------
There were no realized gains or losses for fiscal year 1996. Securities
mature through February 1998.
Note 3. Inventories
Inventories consist of the following:
June 30, March 31,
1996 1996
--------- -----------
Raw materials $ 160,950 $ 226,808
Work-in-process 377,398 197,583
Finished goods 3,296 105,215
------- -----------
$ 541,644 $ 529,606
------- -----------
------- -----------
7
<PAGE>
PERCLOSE, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
Note 4. Net Loss Per Share
Except as noted below, net loss per share is computed using the weighted
average number of common shares outstanding. Common equivalent shares from
stock options and convertible preferred stock are excluded from the computation
as their effect is antidilutive except that, pursuant to the Securities and
Exchange Commission Staff Accounting Bulletins, common and common equivalent
shares issued during the period beginning twelve months prior to the Company's
November 1995 initial public offering at prices substantially below the initial
public offering price have been included in the calculation as if they were
outstanding for all periods presented prior to the effective date of the
Company's initial public offering (using the treasury stock method at the
initial offering price for stock options and the if-converted method for
convertible preferred stock).
Pro forma net loss per share for the three months ended June 30, 1995 has
been computed as described above and also gives effect to the conversion of
convertible preferred stock not included above that automatically converted
upon completion of the Company's initial public offering from the original
date of issuance.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
Since its inception in March 1992, the Company has been engaged in the
design, development, clinical testing, manufacture and sale of a family of
suture-based percutaneous arterial access site closure systems known as the
Prostar, Techstar and Prostar Plus systems. The Company's products are designed
to close the puncture made in the femoral artery during catheter-based
therapeutic and diagnostic cardiology procedures. The Company has received
regulatory approvals where required to market certain of its Prostar, Techstar
and Prostar Plus systems in several markets in Europe, Canada and Japan.
The Company recently filed a 510(k) application with the United States Food
and Drug Administration ("FDA") for clearance of its Prostar Systems for sale in
the United States. An IDE clinical trial for the Techstar Systems has recently
been completed and, following data analysis, the Company plans to submit a
510(k) application for clearance of the Techstar Systems for sale in the United
States.
RESULTS OF OPERATIONS
Three months ended June 30, 1996 and 1995
Net revenues of $1,500,000 in the three months ended June 30, 1996 compared
with net revenues of $166,000 in the three months ended June 30, 1995 and were
the result of Prostar, Techstar and Prostar Plus shipments to international
distributors, with 56% and 30% of the sales attributable to the Company's German
and French distributor, respectively. The increased revenues were attributable
to the introduction of the Techstar and Prostar Plus systems during the latter
part of fiscal year 1995 and the resulting higher volumes of those units shipped
in the three months ended June 30, 1996.
Cost of goods sold, including manufacturing start-up costs in 1995,
increased modestly to $1,162,000 in the three months ended June 30, 1996 from
$1,073,000 in the three months ended June 30, 1995. The modest increase reflects
the manufacturing infrastructure that was put in place in 1995 that was needed
to prepare for the manufacture of higher volumes of products in 1996.
Research and development expenses increased 46% to $1,065,000 for the three
months ended June 30, 1996 from $727,000 in the comparable prior year period.
This increase was primarily a result of additional personnel required for new
product development of the Company's Prostar Plus and Techstar systems and the
costs associated with the U.S. Prostar clinical study.
Marketing, general and administrative expenses increased 34% to $1,183,000
in the three months ended June 30, 1996 from $885,000 in the three months ended
June 30, 1995. The increase was primarily due to increases in personnel and
costs associated with the expansion of the Company's European branch office,
marketing expenditures, physician training expenses related to the international
commercial introduction of the Techstar and Prostar Plus systems and increased
administrative personnel in the United States.
Interest and other income increased to $469,000 for the three months ended
June 30, 1996 from $101,000 for the three months ended June 30, 1995 primarily
as a result of higher cash balances from the Company's initial public offering.
Interest expense remained approximately level at $31,000 for the
9
<PAGE>
three months ended June 30, 1996 compared with $30,000 for the three months
ended June 30, 1995 due to a leveling off of capital expenditures, and thus the
financing associated with capital expenditures, after the year ago period.
Income Taxes
The Company has incurred only state minimum taxes since inception, which
are included in general and administrative expenses. The Company has incurred
net losses in prior fiscal years and expects to incur a net loss in the current
fiscal year. The Company has not generated any net income to date and therefore
has not paid any federal taxes since its inception.
Realization of deferred tax assets is dependent on future earnings, if any,
the timing and amount of which are uncertain. Accordingly, a valuation
allowance has been established in an amount equal to the net deferred assets of
the Company to reflect these uncertainties.
LIQUIDITY AND CAPITAL RESOURCES
Perclose has financed its operations primarily through the sale of equity
securities and, to a lesser extent, through an equipment credit and loan
agreement and product sales. From inception through June 30, 1996, Perclose
raised $22.7 million in net proceeds of private equity financings and stock
option exercises, $34.1 million in an initial public offering of common stock
and $1.3 million in borrowings under an equipment credit facility.
During the three month periods ended June 30, 1996 and 1995, the Company
used cash to fund operations of $1.4 million and $2.5 million, respectively.
The changes in cash used in operations were due primarily to higher expenses
associated with increased research and development activities, initiation of
marketing and sales activities in international markets, increased general and
administrative expenses to support increased operations and purchases of
inventory to support international sales. The Company's expenditures for
equipment and improvements have aggregated $2.3 million since inception.
The Company's principal source of liquidity at June 30, 1996 consists of
cash, cash equivalents and short-term investments of $35.9 million.
The Company anticipates that its operating losses will continue for at
least the next two years since it plans to expend substantial resources in
funding clinical trials in support of regulatory approvals, and continues to
expand research and development and marketing and sales activities. Although
Perclose believes that current cash balances and short-term investments along
with cash generated from the future sales of products will be sufficient to meet
the Company's operating and capital requirements through calendar 1997, there
can be no assurance that the Company will not require additional financing
within this time frame. There can be no assurance that additional financing, if
required, will be available on satisfactory terms or at all. In any event,
Perclose may in the future seek to raise additional funds through bank
facilities, debt or equity offerings or other sources of capital. Perclose's
future liquidity and capital requirements will depend on numerous factors,
including progress of the Company's clinical trials, actions relating to
regulatory and reimbursement matters, the costs and timing of expansion of
marketing, sales, manufacturing and product development activities, the extent
to which the Company's products gain market acceptance, and competitive
developments.
10
<PAGE>
FACTORS AFFECTING OPERATING RESULTS
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company's future results from operations could vary significantly
as a result of the factors described in this section.
The clinical data obtained to date on the Prostar, Techstar and Prostar Plus
systems are insufficient to demonstrate the safety and efficacy of these
products under applicable FDA regulatory guidelines. There can be no assurance
that the Company's products will prove to be safe and effective in United States
clinical trials under applicable regulatory guidelines. In addition, the
clinical trials may identify significant technical or other obstacles to be
overcome prior to obtaining necessary United States regulatory or United States
and further international reimbursement approvals. If the Prostar, Techstar and
Prostar Plus systems do not prove to be safe and effective in United States
clinical trials or if the Company is otherwise unable to commercialize these
products successfully in the United States, the Company's business, financial
condition and results of operations could be materially and adversely affected.
The Prostar, Techstar and Prostar Plus systems are currently the Company's
only products. These products will require additional development, clinical
trials and regulatory approvals before they can be marketed in the United
States. The Company has filed a 510(k) premarket clearance notification for
the Prostar systems with the FDA and anticipates that, following data
analysis and compilation relating to a recently completed clinical trial, it
will file a 510(k) premarket clearance notification for the Techstar systems.
There can be no assurance as to when or whether the Company will receive FDA
clearance or approval for sale of the Prostar and/or Techstar systems in the
United States. There can be no assurance that the Company's development
efforts will be successful or that the Prostar, Techstar and Prostar Plus
systems or any other product developed by the Company will be safe or
effective, capable of being manufactured in commercial quantities at
acceptable costs, approved by appropriate regulatory and reimbursement
authorities or successfully marketed. Furthermore, because the Prostar,
Techstar and Prostar Plus systems represent the Company's sole near-term
product focus, the Company could be materially and adversely affected if
these systems are not successfully commercialized. The Company, through its
Japanese distributor, has applied for and received regulatory approval to
sell the Prostar, Techstar and Prostar Plus systems in Japan and intends to
commence clinical trials in Japan that will form the basis of an application
for Japanese reimbursement approval. The Company has received certain
reimbursement approvals in France and in certain states in Germany.
The Company's products represent a new method of closing arterial access
sites and there can be no assurance that these products will gain any
significant degree of market acceptance among physicians, patients and health
care payors, even if necessary international and United States regulatory and
reimbursement approvals are obtained. The Company believes that factors
affecting market acceptance include: recommendations and endorsements from
physicians, that the products represents an attractive alternative to other
means of closing arterial access sites, that the products reduce the time to
ambulation and hospital stays, and the Company's ability to train interventional
cardiologists. Failure of the Company's products to achieve significant market
acceptance would have a material adverse effect on the Company's business,
financial condition and results of operations.
Perclose has a limited history of operations and has experienced
significant operating losses since inception. As of June 30, 1996 the Company
had an accumulated deficit of $19.9 million. The Company has been primarily
engaged in research and development of its percutaneous arterial access site
closure products. The Company has generated only limited revenues from
international sales in certain markets, which sales commenced in December 1994,
and does not have experience in manufacturing, marketing or selling its products
in quantities necessary for achieving profitability. Manufacturers often
encounter difficulties in scaling up production of new products, including
problems
11
<PAGE>
involving production yields, quality control and assurance, component supply and
shortages of qualified personnel. Difficulties encountered by Perclose in
manufacturing scale-up could have a material adverse effect on its business,
financial condition and results of operation.
Perclose anticipates that substantially all of its future revenues from
product sales will be derived from sales to its international distributors,
unless and until it receives approval to market its products in the United
States. Perclose sells its products internationally to distributors who resell
to hospitals. There can be no assurance that the Prostar, Techstar and Prostar
Plus systems will be successfully commercialized or that the Company will
achieve significant revenues from either international or domestic sales. Sales
through international distributors are subject to risks, including the risk of
financial instability and the risk that the distributor will not effectively
promote the Company's products. Loss, termination or ineffectiveness of
distributors could have could have a material adverse effect on the Company's
international sales efforts and could result in the Company repurchasing unsold
inventory from former distributors by virtue of local laws applicable to
distribution relationships, provisions of distribution agreements or negotiated
settlements entered into with such distributors.
The Company anticipates that its operating losses will continue for at
least the next two years since it plans to expend substantial resources in
funding clinical trials in support of regulatory approvals, and continues to
expand research and development and marketing and sales activities. Even so
there can be no assurance that the Company will achieve or sustain profitability
in the future.
The Company anticipates that its results of operations will fluctuate on a
quarterly basis for the foreseeable future due to several factors, including
actions relating to regulatory and reimbursement maters, progress of clinical
trials, the extent to which the Company's products gain market acceptance,
introduction of alternative means for arterial access site closure, and
competitive developments. Results of operations will also be affected by the
timing of orders received from distributors, the extent to which the Company
expands its international distribution network and the ability of distributors
to effectively promote the Company's products.
Competition in the emerging market for arterial access site closure devices
is expected to be intense and to increase. The Company believes its principal
competition will come from existing compression closure techniques, as well as
newer collagen plug closure devices. Most of the Company's competitors have
significantly greater financial, technical, research, marketing, sales,
distribution and other resources than the Company. There can be no assurance
that the Company's competitors will not succeed in developing or marketing
technologies and products that are technologically superior, more effective or
commercially attractive than any that are being developed by the Company, or
that such competitors will not succeed in obtaining regulatory approval,
introducing or commercializing any such products prior to the Company. Such
developments could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, the medical device
market is generally characterized by rapid change and by frequent emergence of
new technologies, products or procedures. There can be no assurance that any
such new technologies, products or procedures will not reduce the number of
coronary catheterization procedures performed.
The Company currently manufactures and ships products shortly after receipt
of orders, and the Company anticipates that it will continue to do so in the
future. Accordingly, to date the Company has not developed a significant
backlog and the Company does not anticipate that it will develop a material
backlog in the future.
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities None
Item 3. Defaults upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8 - K.
a) Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed as
a part hereof and are incorporated by reference.
b) Reports on Form 8 - K
No reports on Form 8 - K were filed by the Registrant during the
quarter ended June 30, 1996.
13
<PAGE>
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.
Date: August 6, 1996 PERCLOSE, INC.
/S/ Henry A. Plain, Jr.
-----------------------
Henry A. Plain, Jr.
President and Chief Executive Officer
/S/ Kenneth E. Ludlum
---------------------
Kenneth E. Ludlum
Vice President Finance and Administration,
Chief Financial Officer
(Principal Financial and Accounting Officer)
14
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Description Number
- ------ ------------------- ------
1.1 Underwriting Agreement. *
2.1 Form of Merger Agreement for Delaware reincorporation. *
3.1 Articles of Incorporation of Perclose, Inc., a California
corporation, as currently in effect. *
3.2 Certificate of Incorporation of Perclose, Inc., a Delaware
corporation, as in effect immediately following reincorporation. *
3.3 Form of Restated Certificate of Incorporation of the Company to be
filed after the closing of the initial public offering. *
3.4 Bylaws of the Registrant, as currently in effect. *
3.5 Bylaws of the Registrant, as in effect immediately following
reincorporation. *
4.1 Specimen Common Stock Certificate. *
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation. *
10.1 Form of Indemnification Agreement between the Company and each of
its directors and officers. *
10.2 1992 Stock Plan and form of Stock Option Agreement thereunder. *
10.3 1995 Director Option Plan. *
10.4 1995 Employee Stock Purchase Plan and forms of agreements
there under. *
10.5 Lease dated July 6, 1993 between Registrant and the
David D. Bohanon Organization for facility located at 199
Jefferson Drive, Menlo Park, California, as amended by
First Amendment to Lease dated January 31, 1994. *
10.6 Loan and Security Agreement dated September 29, 1994 between the
Registrant, Silicon Valley Bank and MMC/GATX Partnership No. I,
as amended by Loan Modification Agreement. *
10.7 Shareholder Rights Agreement dated August 23, 1995 between the
Registrant and certain holders of the Registrant's securities. *
10.8 Employment Agreement dated March 28, 1995 between the Registrant
and Steve Van Dick. *
10.9 Agreement dated March 30, 1993 between Registrant and
LocalMed, Inc. *
11.1 Calculation of loss per share. 16
27.1 Financial Data Schedule 17
* Incorporated by reference to the Registrant's Registration Statement on
Form S - 1 (Registration No. 33-97128) filed on September 20, 1995.
15
<PAGE>
Exhibit 11.1
PERCLOSE, INC.
Statement Re: Computations of Loss Per Share
Three Months Ended
June 30,
------------------------
1996 1995
---- ----
HISTORICAL
- ----------
Net loss $(1,471,905)
-----------
-----------
Weighted average common
shares outstanding 9,498,871
Shares related to SAB
No. 55, 64 and 83 -
-----------
Total weighted average
common shares outstanding 9,486,251
-----------
-----------
Net loss per share $ (0.15)
-----------
-----------
PRO FORMA
- ---------
Net loss $(2,449,379)
-----------
-----------
Weighted average common shares
outstanding 1,208,497
Convertible preferred stock 3,133,720
Shares related to SAB No. 55, 64
and 83 2,107,366
-----------
Total weighted average common
shares outstanding 6,449,583
-----------
-----------
Pro forma net loss per share $ (0.38)
-----------
-----------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000934438
<NAME> PERCLOSE, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 9,501,830
<SECURITIES> 26,425,295
<RECEIVABLES> 1,252,556
<ALLOWANCES> 0
<INVENTORY> 541,644
<CURRENT-ASSETS> 38,021,607
<PP&E> 2,317,547
<DEPRECIATION> 1,207,551
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0
0
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</TABLE>
