1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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 MARCH 31, 1998
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 1-10694
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VISX, INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 06-1161793
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(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
3400 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (408) 733-2020
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]
Total number of shares of common stock outstanding as of April 30, 1998:
15,214,272.
2
VISX, INCORPORATED
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Condensed Consolidated Interim Balance Sheets as 3
of March 31, 1998 and December 31, 1997
Condensed Consolidated Interim Statements of Operations for
the Three Months Ended March 31, 1998 and 1997 4
Condensed Consolidated Interim Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1997 5
Notes to Condensed Consolidated Interim Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview 8
Results of Operations 8
Liquidity and Capital Resources 10
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings 10
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
March 31, December 31,
1998 1997
--------- ---------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 47,926 $ 29,952
Short-term investments 58,651 70,881
Accounts receivable, net of allowance for doubtful
accounts of $1,000 and $814, respectively 14,854 16,478
Inventories 5,704 4,747
Prepaid expenses and deferred tax assets 2,281 1,875
--------- ---------
Total current assets 129,416 123,933
PROPERTY AND EQUIPMENT, NET 3,967 4,032
OTHER ASSETS 4,082 2,387
--------- ---------
$ 137,465 $ 130,352
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 6,424 $ 5,453
Accrued liabilities 17,885 14,600
--------- ---------
Total current liabilities 24,309 20,053
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock: $.01 par value, 90,000,000 shares authorized;
15,517,508 shares issued 155 155
Additional paid-in capital 133,643 133,696
Treasury stock, at cost: 420,290 and 156,000 shares, respectively (9,451) (3,442)
Unrealized holding gain (loss) on available-for-sale securities 10 53
Accumulated deficit (11,201) (20,163)
--------- ---------
Total stockholders' equity 113,156 110,299
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$ 137,465 $ 130,352
========= =========
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three months ended
March 31,
-------------------
1998 1997
------- -------
(unaudited)
REVENUES:
System sales $ 7,560 $10,097
License, service and other revenues 16,750 5,646
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Total revenues 24,310 15,743
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COSTS AND EXPENSES:
Cost of revenues 5,830 6,464
Marketing, general and administrative 5,698 5,315
Research, development and regulatory 2,411 2,112
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Total costs and expenses 13,939 13,891
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INCOME FROM OPERATIONS 10,371 1,852
Interest and other income 1,421 1,215
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INCOME BEFORE PROVISION FOR INCOME TAXES 11,792 3,067
Provision for income taxes 2,830 368
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NET INCOME $ 8,962 $ 2,699
======= =======
EARNINGS PER SHARE
Basic $ 0.59 $ 0.18
======= =======
Diluted $ 0.58 $ 0.17
======= =======
SHARES USED FOR EARNINGS PER SHARE
Basic 15,216 15,386
======= =======
Diluted 15,558 15,810
======= =======
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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VISX, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Three months ended
March 31,
----------------------
1998 1997
-------- --------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,962 $ 2,699
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 476 426
Increase (decrease) in cash flows from changes in operating assets and liabilities:
Accounts receivable 1,624 (5,861)
Inventories (957) 545
Prepaid expenses and deferred tax assets (406) (126)
Other assets (1,840) (114)
Accounts payable 971 332
Accrued liabilities 3,285 (591)
-------- --------
Net cash provided by operating activities 12,115 (2,690)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (266) (695)
Purchase of short-term investments (81,903) (6,921)
Proceeds from maturities of short-term investments 94,090 --
-------- --------
Net cash provided by (used in) investing activities 11,921 (7,616)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock -- --
Repurchases of common stock, net of shares used for option exercises (6,062) (847)
-------- --------
Net cash provided by (used in) financing activities (6,062) (847)
-------- --------
Net increase (decrease) in cash and cash equivalents 17,974 (11,153)
Cash and cash equivalents, beginning of period 29,952 24,909
-------- --------
Cash and cash equivalents, end of period $ 47,926 $ 13,756
======== ========
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
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VISX, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
The accompanying interim financial statements and related notes
should be read in conjunction with the financial statements and related notes
included in the Company's 1997 annual report on Form 10-K.
1. BASIS OF PRESENTATION:
The Condensed Consolidated Interim Financial Statements included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These Condensed Consolidated
Interim Financial Statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1997.
The Condensed Consolidated Interim Financial Statements included
herein reflect, in the opinion of management, all adjustments (consisting
primarily only of normal recurring adjustments) necessary to present fairly the
results for the interim period.
2. EARNINGS PER SHARE:
Basic earnings per share is computed based on the weighted average
number of common shares outstanding. Diluted earnings per share is computed
based on the weighted average number of common shares outstanding plus dilutive
potential common shares calculated in accordance with the treasury stock method.
Three Months Ended
March 31,
-------------------
1998 1997
------- -------
NET INCOME .......................................................... $ 8,962 $ 2,699
======= =======
BASIC EARNINGS PER SHARE
Income available to common shareholders ........................... $ 8,962 $ 2,699
Weighted average common shares outstanding ........................ 15,216 15,386
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Basic earnings per share .......................................... $ 0.59 $ 0.18
======= =======
DILUTED EARNINGS PER SHARE
Income available to common shareholders ........................... $ 8,962 $ 2,699
------- -------
Weighted average common shares outstanding ........................ 15,216 15,386
Dilutive potential common shares from stock options ............... 342 424
------- -------
Weighted average common shares and dilutive potential common shares 15,558 15,810
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Diluted earnings per share ........................................ $ 0.58 $ 0.17
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Weighted average options outstanding to purchase 670,000 and 679,000
shares during the three month periods ended March 31, 1998 and 1997,
respectively, were excluded from the computation of diluted earnings per share
because the options' exercise prices were greater than the average market price
of the Company's common stock during those periods.
3. INVENTORIES (in thousands):
March 31, December 31,
1998 1997
--------- ------------
(unaudited)
Raw materials and subassemblies $2,557 $2,487
Work in process ............... 1,964 1,538
Finished goods ................ 1,183 722
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Total ....................... $5,704 $4,747
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4. COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standard No. 130
"Reporting Comprehensive Income" ("SFAS 130") effective for fiscal years
beginning after December 15, 1997 and has restated information for all prior
periods reported below to conform to this standard.
Three Months Ended
March 31,
-------------------------
1998 1997
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NET INCOME ......................................................... $ 8,962 $ 2,699
OTHER COMPREHENSIVE INCOME
Unrealized holding gains (losses) on available-for-sale securities (43) (101)
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COMPREHENSIVE INCOME ............................................... $ 8,919 $ 2,598
======= =======
5. LITIGATION
See Part II - Other Information, Item 1 - Legal Proceedings for a
discussion of new proceedings and new developments on previously disclosed
proceedings.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") contains forward-looking statements
that involve risks and uncertainties. The Company's actual results of operations
could differ materially from those anticipated in such forward-looking
statements as a result of various factors, including those identified below. In
particular, the factors set forth in the Company's 1997 annual report on Form
10-K under Item 1. Business -- "Market Acceptance of Laser Vision Correction,"
"Reliance on Patents and Proprietary Technology," "Risks Relating to Pillar
Point Partners; Patent Litigation," "Government Regulation; Unapproved Lasers,"
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"Manufacturing, Components and Raw Materials," "Competition," "Product Liability
and Insurance" and under Item 3 -- Legal Proceedings may cause the Company's
actual results to vary from those contemplated by certain forward-looking
statements set forth in this report and should be considered carefully in
addition to other information presented in this report. This MD&A should be read
in conjunction with the MD&A included in the Company's 1997 annual report on
Form 10-K.
OVERVIEW
Since its inception, VISX has been engaged in the design and
development of proprietary technologies and systems for laser vision correction
and has been manufacturing such systems since 1987. The U.S. Food and Drug
Administration ("FDA") granted pre-market approval ("PMA") for use of the VISX
STAR S2 Excimer Laser System(TM) ("VISX System") for the following indications:
phototherapeutic keratectomy ("PTK") on September 29, 1995, photorefractive
keratectomy treatment of low to moderate myopia ("PRK") on March 27, 1996, PRK
treatment of low to moderate myopia with astigmatism on April 25, 1997 and PRK
treatment of higher degrees of myopia with astigmatism on January 29, 1998.
The Company's future growth and ability to sustain profitability
cannot be predicted with certainty and will be influenced by a variety of
factors. These include the extent to which laser vision correction is broadly
accepted in the United States and key international markets targeted by the
Company, the degree to which the Company is successful in generating license
revenue from its patent rights, developments in patent litigation both in
support of the Company's patents and in defense of claims of infringement,
developments with respect to other litigation to which the Company is a party or
in which it may become involved, and competition from other vision correction
products and procedures which are currently in use or may be developed and
introduced in the future. As a result of these factors, as well as those set
forth in the above referenced portions of the Business and Legal Proceedings
sections of the Company's 1997 annual report on Form 10-K, there can be no
assurance that the Company will be able to sustain profitability. In particular,
adverse determinations in the Company's pending legal proceedings described in
Part II, Item 1 of this report and in the Company's annual report on Form 10-K
for the year ended December 31, 1997 could have a material adverse effect on the
Company's business, financial condition and results of operations. Results of
operations in the current or any prior fiscal period should not be considered as
indicative of results to be expected for any future fiscal period.
RESULTS OF OPERATIONS
Three Months Ended March 31,
---------------------------------------------
REVENUES 1998 1997 Change
------- ------- ---
System sales .................... $ 7,560 $10,097 (25%)
Percent of total revenues . 31.1% 64.1%
License, service & other revenues 16,750 5,646 197%
Percent of total revenues . 68.9% 35.9%
Total ........................... $24,310 $15,743 54%
System sales decreased in the U.S. market in the first quarter of
1998 from the comparable period of 1997. In the U.S., unit shipments in the
first quarter of 1997 benefited from a concentration of orders from companies
opening new laser vision correction centers, while the first quarter of 1998
reflected a wider array of customers purchasing a slightly smaller number of
units. The average price for systems declined in the U.S. due to the fact that a
higher percentage of customers traded in competitor
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laser systems and received trade-in credits in 1998 than in 1997. International
system sales volume was relatively unchanged.
License, service and other revenue increased in the first quarter of
1998 over the comparable period of 1997 due principally to growth in license
revenue. Procedure volume grew significantly and, in addition, commencing in
October 1997 the Company recognized that it did not owe royalties to Pillar
Point Partners ("Pillar Point") for certain patented procedures performed using
the VISX System which have not been approved by the FDA. Accordingly, since
October 1997 the Company has recorded the full fee for such procedures as
license revenue, whereas it had previously recorded only the portion received
back from Pillar Point as license revenue. If VISX's interpretation of the
Pillar Point Agreement were found to be incorrect, VISX could be obligated to
remit to Pillar Point all the royalties it did not pay with respect to such
procedures from October 1997 until the time of the judgment. In that instance,
the contribution to VISX's earnings up until that judgment from non-approved
procedures performed on VISX Systems would be reduced to a percentage consistent
with that reported in periods prior to October 1997. Summit Technology, Inc.
("Summit") contends that 100% of any such royalties would be payable to Summit,
not Pillar Point. Either result would have a material adverse effect on the
Company's financial condition and results of operations.
Three Months Ended March 31,
------------------------------------------------
COSTS & EXPENSES 1998 1997 Change
-------- -------- --------
Cost of revenues .............. $ 5,830 $ 6,464 (10%)
Percent of total revenues 24.0% 41.1%
Marketing, gen'l and admin .... 5,698 5,315 7%
Percent of total revenues 23.4% 33.8%
R&D and regulatory ............ 2,411 2,112 14%
Percent of total revenues 9.9% 13.4%
Cost of revenues was down in the first quarter of 1998 from the
comparable period of 1997 due to a reduction in systems sold. Cost of revenues
on system sales, as a percentage of system sales, was higher in the first
quarter of 1998 than in the comparable period of 1997 due to a decline in the
average price for systems sold in the U.S. Marketing, general and administrative
expenses increased in the first quarter of 1998 over the comparable period of
1997 as the result of higher marketing and administrative expenses partially
offset by a decline in legal expenses. Research, development and regulatory
costs increased in the first quarter of 1998 over the comparable period of 1997
due to increased research and development expenses associated with the
development of new products and technologies.
Interest and other income increased due to higher average balances
of cash, cash equivalents and short-term investments.
The provision for income taxes covers taxes due under Federal
statutes and state taxes at regular rates, net of credits anticipated. The tax
provision rate increased in 1998 over 1997 due to the expectation that the
Company's taxable income in 1998 may exceed its remaining net operating loss
carryforward.
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LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments ("cash") and
working capital were as follows.
March 31, December 31,
1998 1997
------- -------
Cash, cash equivalents and short-term investments $106,577 $100,833
Working capital ................................. 105,107 103,880
Cash was generated mainly by profits from operations, with
additional cash arising from short term increases in accounts payable and
accrued taxes. Offsetting this, approximately $6,100,000 of cash was used to
repurchase the Company's common stock.
Purchases of short-term investments represent reinvestment of the
proceeds from maturities of short-term investments and investment of cash and
cash equivalents into short-term investments.
The Company anticipates that its current cash, cash equivalents and
short-term investments, as well as anticipated cash flows from operations, will
be sufficient to meet its working capital and capital equipment needs at least
through the next twelve months.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
VISX is a party to a number of patent-related legal proceedings in the United
States and in several international jurisdictions. Adverse determinations in one
or more of such proceedings could limit VISX's ability to collect equipment and
use fees in certain markets and have a material, adverse effect on VISX's
business, financial position and results of operations. VISX is also a party to
various other legal proceedings. For a complete description of legal
proceedings, see VISX's annual report on Form 10-K for the year ended December
31, 1997. During the quarter ended March 31, 1998, there were no material
developments with respect to such previously existing proceedings, except as
follows:
LITIGATION AND ADMINISTRATIVE PROCEEDINGS: PILLAR POINT PARTNERS
Antitrust Proceedings and Litigation
In connection with the FTC administrative proceedings commenced
March 24, 1998, there was a scheduling conference on April 22, 1998. At that
conference, the parties agreed to a pretrial schedule which anticipates that the
administrative hearing will begin October 13, 1998. For a more detailed
description of this proceeding, see the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
In the wake of the filing of the FTC complaint, VISX has been named
in ten purported class action lawsuits alleging violations of, inter alia, the
California and federal antitrust laws. Although each lawsuit has slight
variations, each complaint appears to draw heavily from the FTC complaint. Each
of the lawsuits requests monetary damages, ranging from $30 million to $90
million if the plaintiffs prevail in litigation, with requests that the awards
be trebled in accordance with the provisions of the antitrust laws. In addition,
eight of the lawsuits request injunctive relief.
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It is anticipated that the litigation will be consolidated. One of
the lawsuits, filed in federal court in Massachusetts, has already been
conditionally transferred to the Multi-District Litigation in Arizona (discussed
below). Camp v. Summit et al. (USDC Mass., Mar. 26, 1998). The remaining nine
lawsuits are all in California, and the plaintiffs have requested that these be
consolidated. Seven of the nine California suits were brought in Santa Clara
County Superior Court, and involve class representatives who have undergone
laser vision correction during the proposed class period. Synder v. VISX et al.
(Mar. 26, 1998); Thomas v. VISX et al. (Mar. 31, 1998); Mobsby v. Summit et al.
(Mar. 30, 1998); Ocariz (April 17, 1998); Hermans (April 20, 1998); Bartlett v.
VISX et al. (Apr. 27, 1998); Geniusz v. PPP et al. (Apr. 27, 1998). The eighth
California suit was also brought in Santa Clara County Superior Court, but the
class representative is a business which owns a Summit excimer laser system.
Metropolitan Eye Center and Outpatient Surgical Facility, Inc. v. Summit et al.
(April 21, 1998). The ninth California suit, brought in San Diego County
Superior Court (California), alleges violations of the California antitrust
laws. Ballard v. Summit et al. (Apr. 3, 1998).
Although VISX is aware of these lawsuits, several of them have not
been served on the Company as of the date of this Report. The others are all in
the very early pleading stages, and it is too early to give assurances as to the
outcome of the suits. Nevertheless, to the extent that the complaints mirror the
FTC action, the Company believes it has meritorious defenses to the claims and
intends to defend them vigorously.
Multi-District Litigation. To consolidate conflicting discovery
requests and save resources and management time with respect to certain
litigation involving Pillar Point Partners, in November 1997 Pillar Point
requested that several of the pending cases be consolidated by the Judicial
Panel on Multidistrict Litigation ("JPML"). To date, the JPML has ordered the
counterclaims in Pillar Point Partners, et al. v. Barnet Dulaney Eye Center, et
al. and Pillar Point Partners, et al. v. Jon Dishler, et al. consolidated with
antitrust claims against Pillar Point Partners made in Burlingame v. Pillar
Point Partners, et al. and John R. Shepherd, M.D., Ltd. v. Pillar Point
Partners, et al. The JPML transferred all the cases to the District of Arizona
for consolidated pretrial proceedings. In addition, the JPML has conditionally
transferred Antoine Garabet, M.D., Inc. and Abraham Shammas, M.D., d/b/a The
Laser Eye Center, v. Pillar Point Partners, et al. and John Taboada v. Stephen
L. Trokel, VISX, et al., although the attorneys in Taboada have filed a motion
opposing the transfer. For a more detailed description of these lawsuits, see
the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
The Camp case, discussed above, was conditionally transferred on April 13, 1998.
The JPML has also conditionally transferred Pillar Point Partners, et al., v.
Jui-Teng Lin, et al. Since the parties believe that that case can settle in the
near future, however, they have opposed the transfer of the case to Arizona.
VISX believes that it and Pillar Point have meritorious defenses to
the claims and counterclaims asserted in the litigation described above, and
that the resolution of these proceedings will not have a material adverse effect
on VISX's business, financial position or results of operations. These
proceedings, however, are in various stages of discovery and there can be no
assurance as to the outcome of any of the suits.
LITIGATION: SUMMIT
VISX Partner, Inc. on behalf of Pillar Point Partners v. Summit. In
August 1996, VISX Partner brought suit against Summit on behalf of Pillar Point.
The suit, filed in the U.S. District Court for the District of Massachusetts,
alleges breach of contract by Summit under its license agreement with Pillar
Point. VISX Partner brought the suit on behalf of the partnership in accordance
with provisions of the Pillar Point Agreement governing resolution of disputes.
VISX Partner seeks damages in an amount not less than $4,500,000. The action is
scheduled for trial in May 1998, but it is not possible to predict the
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outcome of the action or the effect, if any, that the resolution of the case
will have on VISX's business, financial position or results of operations.
VISX Partner, Inc. v. Summit Partner, Inc. On February 17, 1998,
VISX Partner brought suit in the Superior Court for Santa Clara County,
California, seeking the dissolution and winding up of Pillar Point. On March 9,
1998, VISX filed a motion for order of dissolution and requested the appointment
of a receiver during the pendency of the winding-up to administer partnership
affairs. At a hearing on April 28, 1998, the judge denied VISX's motion,
expressing a preference to decide the entire matter at an expedited trial. VISX
expects to file a motion for expedited review by mid-May 1998.
OTHER LITIGATION
Employment Related. On April 14, 1998, VISX was awarded summary
judgment dismissing the lawsuit by a former employee claiming wrongful
discharge. The case was brought in January 1997. The plaintiff has indicated his
intention to appeal.
The Company is involved in various other legal proceedings which
arise in the normal course of business. The Company could incur significant
legal fees in connection with these other matters, but in the opinion of
management, their ultimate disposition will not have a material adverse effect
on the Company's business, financial position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits.
Ex. 27 Financial Data Schedule
b) Reports on Form 8-K.
None.
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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.
VISX, Incorporated
(Registrant)
May 7, 1998 /s/Mark B. Logan
(Date) -------------------------------
Mark B. Logan
Chairman of the Board and
Chief Executive Officer
May 7, 1998 /s/Timothy R. Maier
(Date) -------------------------------
Timothy R. Maier
Vice President and
Chief Financial Officer (principal
financial and accounting officer)
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
27 Financial Data Schedule