UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
| (Mark One) | ||
| [X] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the quarterly period ended March 31, 2003 | ||
| 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 (State or Other Jurisdiction of Incorporation or Organization) |
77-0049527 (I.R.S. Employer Identification No.) |
| 3070 ORCHARD DRIVE, SAN JOSE, CALIFORNIA 95134-2011 (Address of Principal Executive Offices) |
Registrants Telephone Number, Including Area Code: (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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
The number of shares of Registrants common stock issued and outstanding as of April 30, 2003 was 17,162,275.
TABLE OF CONTENTS
| Page | ||||||||||
| PART I. FINANCIAL INFORMATION | 3 | |||||||||
| Item 1. | Financial Statements (unaudited) | 3 | ||||||||
| 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. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 10 | ||||||||
| Results of Operations | 11 | |||||||||
| Liquidity and Capital Resources | 12 | |||||||||
| Risk Factors | 14 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | ||||||||
| Item 4. | Controls and Procedures | 22 | ||||||||
| PART II. OTHER INFORMATION | 23 | |||||||||
| Item 1. | Legal Proceedings | 23 | ||||||||
| Item 2. | Changes in Securities and Use of Proceeds | 23 | ||||||||
| Item 3. | Defaults upon Senior Securities | 23 | ||||||||
| Item 4. | Submission of Matters to a Vote of Security Holders | 23 | ||||||||
| Item 5. | Other Information | 23 | ||||||||
| Item 6. | Exhibits and Reports on Form 8-K | 24 | ||||||||
| SIGNATURES | 25 | |||||||||
2
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
Laserscope
Condensed Consolidated Balance Sheets
(unaudited)
| March 31, | December 31, | ||||||||||
| (thousands) | 2003 | 2002 | |||||||||
Assets |
|||||||||||
Current assets: |
|||||||||||
Cash and cash equivalents |
$ | 4,754 | $ | 4,661 | |||||||
Accounts receivable, net |
10,963 | 10,287 | |||||||||
Inventories, net |
10,281 | 10,445 | |||||||||
Other current assets |
806 | 1,027 | |||||||||
Total current assets |
26,804 | 26,420 | |||||||||
Property and equipment, net |
1,631 | 1,808 | |||||||||
Goodwill |
655 | 655 | |||||||||
Other assets |
246 | 280 | |||||||||
Total assets |
$ | 29,336 | $ | 29,163 | |||||||
Liabilities and Shareholders Equity |
|||||||||||
Current liabilities: |
|||||||||||
Accounts payable |
$ | 3,551 | $ | 3,989 | |||||||
Accrued compensation |
1,918 | 2,033 | |||||||||
Deferred revenue |
1,637 | 1,408 | |||||||||
Convertible subordinated debentures, current portion |
232 | 147 | |||||||||
Other current liabilities |
3,399 | 3,191 | |||||||||
Total current liabilities |
10,737 | 10,768 | |||||||||
Convertible subordinated debentures, net of current portion |
2,768 | 2,853 | |||||||||
Obligations under capital leases |
47 | 60 | |||||||||
Total long-term liabilities |
2,815 | 2,913 | |||||||||
Contingencies (Note 7) |
|||||||||||
Shareholders equity: |
|||||||||||
Common stock |
56,096 | 55,915 | |||||||||
Accumulated deficit |
(39,384 | ) | (39,519 | ) | |||||||
Accumulated other comprehensive loss |
(803 | ) | (789 | ) | |||||||
Notes receivable from shareholders |
(125 | ) | (125 | ) | |||||||
Total shareholders equity |
15,784 | 15,482 | |||||||||
Total liabilities and shareholders equity |
$ | 29,336 | $ | 29,163 | |||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
3
Laserscope
Condensed Consolidated Statements of Operations
(Unaudited)
| Three months ended | |||||||||||
| March 31, | |||||||||||
| (thousands, except per share amounts) | 2003 | 2002 | |||||||||
Net revenue |
$ | 12,456 | $ | 9,420 | |||||||
Cost of sales |
6,191 | 4,799 | |||||||||
Gross margin |
6,265 | 4,621 | |||||||||
Operating expenses: |
|||||||||||
Research and development |
1,008 | 1,016 | |||||||||
Selling, general and administrative |
5,064 | 3,547 | |||||||||
Total operating expenses |
6,072 | 4,563 | |||||||||
Operating income |
193 | 58 | |||||||||
Interest and other expenses |
(36 | ) | (90 | ) | |||||||
Income (loss) before income taxes |
157 | (32 | ) | ||||||||
Provision for income taxes |
22 | 15 | |||||||||
Net income (loss) |
$ | 135 | $ | (47 | ) | ||||||
Basic and diluted net loss per share |
$ | 0.01 | $ | 0.00 | |||||||
Shares used in basic per share calculations |
16,899 | 16,155 | |||||||||
Shares used in diluted per share calculations |
18,858 | 16,155 | |||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
4
Laserscope
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (thousands) | 2003 | 2002 | |||||||||
Cash flows from operating activities: |
|||||||||||
Net income (loss) |
$ | 135 | $ | (47 | ) | ||||||
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities: |
|||||||||||
Depreciation and amortization |
319 | 318 | |||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts receivable, net |
(698 | ) | (742 | ) | |||||||
Inventories |
185 | 466 | |||||||||
Other current assets |
222 | 65 | |||||||||
Accounts payable |
(413 | ) | (294 | ) | |||||||
Accrued compensation |
(116 | ) | (56 | ) | |||||||
Deferred revenue |
229 | 77 | |||||||||
Other current liabilities |
220 | 121 | |||||||||
Net cash provided by (used in) operating activities |
83 | (92 | ) | ||||||||
Cash flows from investing activities: |
|||||||||||
Acquisition of property and equipment |
(107 | ) | (187 | ) | |||||||
Net cash used in investing activities |
(107 | ) | (187 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
Payments on obligations under capital leases |
(72 | ) | (52 | ) | |||||||
Proceeds from the sale of common stock under stock plans |
182 | 203 | |||||||||
Proceeds from bank loans |
200 | 3,320 | |||||||||
Repayment of bank loans |
(200 | ) | (3,355 | ) | |||||||
Net cash provided by financing activities |
110 | 116 | |||||||||
Effect of exchange rate changes on cash |
7 | (36 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents |
93 | (199 | ) | ||||||||
Cash and cash equivalents, beginning of period |
4,661 | 3,408 | |||||||||
Cash and cash equivalents, end of period |
$ | 4,754 | $ | 3,209 | |||||||
Supplemental disclosure of cash flow information: |
|||||||||||
Cash paid during the period for: |
|||||||||||
Interest |
$ | 67 | $ | 77 | |||||||
Income taxes |
$ | 8 | $ | 3 | |||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
5
Laserscope Notes to Unaudited Condensed Consolidated Financial Statements:
| 1. | Basis of presentation |
The accompanying unaudited condensed consolidated financial statements include Laserscope (the Company, management, we, us, our) and its wholly 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. We suggest that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2002 included in the Companys annual report on Form 10-K for the year ended December 31, 2002. The results of operations for the three month period ended March 31, 2003 are not necessarily indicative of the results expected for the full year.
| 2. | Accounting for Stock-Based Compensation |
The Company has adopted SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and its related interpretations and has elected to follow the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). Under APB No. 25, compensation expense is based on the difference, if any, on the date of the stock option grant between the fair value of the Companys stock and the exercise price of the stock option.
Had compensation cost for stock-based employee compensation arrangements been determined based on the fair value at the date of the awards consistent with the provisions of SFAS No. 123, the impact on Laserscopes net income (loss) would be as follows (in thousands, except per share data):
| Three months ended | |||||||||
| March 31, | |||||||||
| 2003 | 2002 | ||||||||
Net income (loss) attributable to common
stockholders: |
|||||||||
As reported |
$ | 135 | $ | (47 | ) | ||||
Add: Stock-based compensation expense
included in reported net loss |
| 3 | |||||||
Deduct: Total stock-based compensation
expense determined under fair value
based method for all awards |
(240 | ) | (175 | ) | |||||
Pro forma net loss |
$ | (105 | ) | $ | (219 | ) | |||
Net (income) loss per share: |
|||||||||
Basic as reported |
$ | 0.01 | $ | 0.00 | |||||
Basic pro forma |
$ | (0.01 | ) | $ | (0.01 | ) | |||
Diluted as reported |
$ | 0.01 | $ | 0.00 | |||||
Diluted pro forma |
$ | (0.01 | ) | $ | (0.01 | ) | |||
6
Laserscope accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
| 3. | Inventories |
Inventories were comprised of the following (in thousands):
| March 31, | December 31, | |||||||
| 2003 | 2002 | |||||||
Sub-assemblies and purchased parts |
$ | 4,643 | $ | 4,304 | ||||
Work-in-process |
3,151 | 3,340 | ||||||
Finished goods |
2,487 | 2,801 | ||||||
| $ | 10,281 | $ | 10,445 | |||||
| 4. | Warranty and Service Contracts |
Warranty
We have a direct field service organization that provides service for our products. We generally provide a twelve month warranty on our laser systems. After the warranty period, maintenance and support is provided on a service contract basis or on an individual call basis. Our warranties and premium service contracts provide for a 99.0% Uptime Guarantee on our laser systems. Under provisions of this guarantee, we extend the term of the related warranty or service contract if specified system uptime levels are not maintained.
The Company currently provides for the estimated cost to repair or replace products under warranty at the time of sale. The cost estimate is based on warranty costs experienced in the prior 12 months, and the outstanding warranty liability is revalued on a quarterly basis.
| Warranty Reserve (in thousands) | 2003 | |||||
Balance, December 31, 2002 |
$ | 1,127 | ||||
Add: |
Accruals for warranties issued in 2003 | 571 | ||||
Accruals related to pre-existing warranties |
14 | |||||
Less: |
Settlements made during the period | (427 | ) | |||
Balance, March 31, 2003 |
$ | 1,285 | ||||
Service Contracts
Deferred service contract revenue is recognized on a pro rata basis over the period of the applicable service contract. Costs are recognized as incurred.
7
| Deferred Service Contract Revenue (in thousands) | 2003 | ||||
Balance, December 31, 2002 |
$ | 1,086 | |||
Add: |
|||||
Payments received |
925 | ||||
Costs incurred under service contracts |
442 | ||||
Less: |
|||||
Revenue recognized |
(671 | ) | |||
Settlements made during the period |
(442 | ) | |||
Balance, March 31, 2003 |
$ | 1,340 | |||
| 5. | Net income (loss) per share |
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all dilutive potential common shares, including options, warrants, and convertible debentures. A reconciliation of the numerator and denominator used in the calculation of historical basic and diluted net income (loss) per share follows:
| Three months ended | |||||||||
| March 31, | |||||||||
| (thousands) | 2003 | 2002 | |||||||
Numerator: |
|||||||||
Net income (loss) used in computing
basic and diluted net income (loss)
per share |
$ | 135 | $ | (47 | ) | ||||
Denominator: |
|||||||||
Weighted average number of common
shares outstanding used in computing
basic net income (loss) per share |
16,899 | 16,155 | |||||||
Add: Dilutive potential common shares used
in computing dilutive net income (loss)
per share |
1,959 | | |||||||
Total weighted-average number of shares
used in computing diluted net
income (loss) per share |
18,858 | 16,155 | |||||||
The following outstanding options and warrants (prior to the application of the treasury stock method) and convertible debentures (on an as-converted basis) were excluded from the computation of diluted net income (loss) per common share for the periods ended March 31, 2003 and 2002 because including them would have had an antidilutive effect:
8
| Three months ended | ||||||||
| March 31, | ||||||||
| (thousands) | 2003 | 2002 | ||||||
Options to purchase common stock |
279 | 225 | ||||||
Warrants to purchase common stock |
444 | 454 | ||||||
Convertible debentures |
2,400 | 2,400 | ||||||
| 3,123 | 3,079 | |||||||
| 6. | Comprehensive income (loss) |
Total comprehensive income (loss) during the periods ended March 31, 2003 and 2002 consisted of (in thousands):
| Three months ended | ||||||||||||
| March 31, | ||||||||||||
| 2003 | 2002 | |||||||||||
Net income (loss) |
$ | 135 | $ | (47 | ) | |||||||
Translation adjustments |
(14 | ) | (90 | ) | ||||||||
Comprehensive income (loss) |
$ | 121 | $ | (137 | ) | |||||||
| 7. | Contingencies |
The Company is at times a party to legal proceedings and claims arising in the ordinary course of its business. While it is not feasible to predict or determine the outcome of the actions brought against the Co