________________________________________________________________________________ ________________________________________________________________________________ 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 quarter ended March 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 0-14742 CANDELA CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2477008 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 530 Boston Post Road, Wayland, Massachusetts 01778 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (508) 358-7400 _______________________ 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Class Outstanding at May 10, 1996 --------------- --------------------------- Common Stock, $.01 par value 5,297,768 ________________________________________________________________________________ ________________________________________________________________________________ CANDELA CORPORATION Index Page(s) ------- Part I. Financial Information: Item 1. Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 Part II. Other Information: Item 1. Legal Proceedings 9 Item 6. Exhibits and Reports on Form 8-K 9 CANDELA CORPORATION Condensed Consolidated Balance Sheets (in thousands) March 30, July 1, 1996 1995 Assets (unaudited) (1) - ------------------------------------------------------------------------------- Current assets: Cash and equivalents $ 2,118 $ 2,532 Accounts receivable 7,346 5,037 Notes receivable 1,191 1,853 Inventory 5,301 5,314 Other current assets 619 479 - ------------------------------------------------------------------------------- Total current assets 16,575 15,215 - ------------------------------------------------------------------------------- Property and equipment, net 746 750 Other assets 335 360 - ------------------------------------------------------------------------------- $17,656 $16,325 =============================================================================== Liabilities and Stockholders' Equity - ------------------------------------------------------------------------------- Current liabilities: Current portion of long-term debt $ 649 $ 470 Deferred income 1,685 1,377 Accounts payable 3,181 2,160 Accrued payroll and related expenses 678 624 Accrued warranty costs 715 648 Income taxes payable 164 677 Other accrued liabilities 988 846 - ------------------------------------------------------------------------------- Total current liabilities 8,060 6,802 - ------------------------------------------------------------------------------- Long-term debt 408 476 - ------------------------------------------------------------------------------- Stockholders' equity: Common stock 55 54 Additional paid-in capital 18,496 18,349 Treasury stock (1,574) (1,574) Retained deficit (7,791) (8,333) Accumulated translation adjustment 2 551 - ------------------------------------------------------------------------------- Total stockholders' equity 9,188 9,047 - ------------------------------------------------------------------------------- $17,656 $16,325 =============================================================================== (1) Derived from audited financial statements The accompanying notes are an integral part of the consolidated financial statements. 2 CANDELA CORPORATION Consolidated Statements of Operations (in thousands, except per share data) For the three months ended: For the nine months ended: March 30, April 1, March 30, April 1, 1996 1995 1996 1995 (unaudited) (unaudited) - ----------------------------------------------------------------------------------------------------------------------------- Revenue $7,002 $7,103 $19,839 $19,060 Cost of sales 3,907 3,464 11,182 10,818 - ----------------------------------------------------------------------------------------------------------------------------- Gross profit 3,095 3,639 8,657 8,242 Operating expenses: Research and development 390 1,289 1,137 3,190 Selling, general and administrative 2,396 2,348 6,550 7,101 - ----------------------------------------------------------------------------------------------------------------------------- Total operating expenses 2,786 3,637 7,687 10,291 - ----------------------------------------------------------------------------------------------------------------------------- Income (loss) from operations 309 2 970 (2,049) Other income (expense): Interest income 17 12 65 47 Interest expense (8) (11) (28) (28) Other 6 108 (145) 181 - ----------------------------------------------------------------------------------------------------------------------------- Total other income (expense) 15 109 (108) 200 - ----------------------------------------------------------------------------------------------------------------------------- Income (loss) before income taxes 324 111 862 (1,849) Provision for income taxes 70 100 320 100 - ----------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 254 $ 11 $ 542 $(1,949) ============================================================================================================================= Net income (loss) per share $ 0.05 $ 0.00 $ 0.10 $ (0.37) ============================================================================================================================= Weighted average number of common and common equivalent shares outstanding 5,578 5,232 5,460 5,227 ============================================================================================================================= The accompanying notes are an integral part of the consolidated financial statements. 3 CANDELA CORPORATION Consolidated Statements of Cash Flows (in thousands) For the nine months ended: March 30, April 1, 1996 1995 (unaudited) - ------------------------------------------------------------------------------ Cash flows from operating activities: Net income (loss) $ 542 $ (1,949) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 331 455 Change in assets and liabilities: Accounts receivable (2,309) 2,701 Notes receivable 662 360 Inventory 10 (760) Other current assets (106) 0 Other assets 25 (283) Accounts payable 1,021 (140) Accrued payroll and related expenses 54 (1,109) Deferred income 308 (179) Accrued warranty costs 67 (437) Income taxes payable (513) (93) Other accrued liabilities 142 (102) - ------------------------------------------------------------------------------ Total adjustments (308) 413 - ------------------------------------------------------------------------------ Net cash provided by (used for) operating activities 234 (1,536) - ------------------------------------------------------------------------------ Cash flows from investing activities: Payment for additions to property and equipment (358) (192) - ------------------------------------------------------------------------------ Net cash used for investing activities (358) (192) - ------------------------------------------------------------------------------ Cash flows from financing activities: Issuance (payment) of long-term debt 111 (73) Proceeds from the issuance of common stock 148 14 - ------------------------------------------------------------------------------ Net cash used for financing activities 259 (59) - ------------------------------------------------------------------------------ Accumulated translation adjustment (549) 218 - ------------------------------------------------------------------------------ Net decrease in cash and equivalents (414) (1,569) - ------------------------------------------------------------------------------ Cash and equivalents at beginning of period 2,532 3,782 - ------------------------------------------------------------------------------ Cash and equivalents at end of period $ 2,118 $ 2,213 ============================================================================== The accompanying notes are an integral part of the consolidated financial statements. 4 CANDELA CORPORATION Notes to Consolidated Financial Statements 1. Basis of Presentation The accompanying financial statements and notes do not include all of the disclosures made in the Company's Annual Report on Form 10-K for fiscal 1995, which should be read in conjunction with these statements. The financial information included herein, with the exception of the consolidated balance sheet at July 1, 1995, has not been audited. However, in the opinion of Management, the statements include all adjustments necessary for a fair presentation of the quarterly results. All adjustments made to these financial statements were considered to be of a normal and recurring nature. The results for the three and nine month periods ended March 30, 1996 are not necessarily indicative of the results to be expected for the full year. 2. Inventory Inventory consists of the following (in thousands): March 30, 1996 July 1, 1995 --------------- ------------- (unaudited) (1) Raw materials $2,942 $2,126 Work in process 991 1,699 Finished goods 1,368 1,489 ------ ------ $5,301 $5,314 ====== ====== 3. Property and Equipment Property and equipment consists of the following (in thousands): March 30, 1996 July 1, 1995 --------------- ------------- (unaudited) (1) Leasehold improvements $ 293 $ 190 Office furniture & equipment 585 621 Laser systems 544 483 Equipment 2,835 2,756 ------ ------ Total $4,257 $4,050 Less accumulated depreciation and amortization 3,511 3,300 ------ ------ $ 746 $ 750 ====== ====== (1) Derived from audited financial statements 5 CANDELA CORPORATION Notes to Consolidated Financial Statements (Continued) 4. Net Income Per Common and Common Equivalent Share Net income per share is computed by dividing net income by the weighted average number of shares of common stock and, if dilutive, common stock equivalents outstanding. Common stock equivalents include shares issuable upon the exercise of stock options or warrants, net of shares assumed to have been purchased with the proceeds. 5. Accounting for Stock-Based Compensation In October 1995, the Financial Accounting Standards Board issued Statement No. 123 (SFAS 123), "Accounting for Stock-Based Compensation," which will be effective for fiscal 1997. SFAS 123 encourages, but does not require, companies to recognize compensation costs for all stock-based compensation arrangements using a fair value method of accounting. The Company has not yet decided if it will adopt the recognition principles of SFAS 123, nor has it determined the impact of such adoption on the Company's consolidated results of operations or its financial statement disclosures. The adoption of SFAS 123 will have no cash flow impact on the Company. 6 CANDELA CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Cash and equivalents at March 30, 1996 decreased to $2,118,000 from $2,532,000 at July 1, 1995. In October 1995, the Company opened its first laser cosmetic skin care center. The funds used by the Company for the initial investment costs and on going operating expenses of the laser center were partially offset by cash received under equipment financing arrangements. In support of the continued growth of this and other laser centers, the Company may acquire additional capital through similar equipment financing arrangements or other means. The Company is in negotiation with various banks to establish a credit line should additional capital be needed for on-going operations. RESULTS OF OPERATIONS - --------------------- Revenue for the three and nine months ended March 30, 1996 was $7,002,000 and $19,839,000 respectively. For the three month period ended March 30, 1996 revenues decreased 1% versus the same period a year earlier. For the nine month period ended March 30, 1996 the revenues increased 4% versus the same period last year. The increase for the nine months year to date reflect the initial shipments of the company's new leg vein device; the Sclerolaser. Gross margins were 44% for both the three and nine month periods ending March 30, 1996. Gross margins were 51% and 43% for the three and nine month periods a year earlier. The company believes that the nine month gross margins of 44% for the period ending March 30, 1996 and 43% for the same period a year earlier are more reflective of the company's more typical trends in margins at the current volumes. Research and development spending has decreased substantially to $390,000 for the three months and to $1,137,000 for the nine months ended March 30, 1996. These amounts reflect decreases of 70% and 64% for the same three and nine month periods the year before. Such decreases are intended to focus the company's R&D efforts to a limited number of projects which can be commercialized quickly and efficiently. Selling, general and administrative spending for the three and nine month period ending March 30, 1996 was $2,396,000 and $6,550,000 respectively. For the three month period ended March 30, 1996 the change versus the same period a year earlier was not significant. For the nine month period ended March 30, 1996 spending is down 8% versus the same nine month period a year earlier. This decrease is net of increased spending related to the companies entry into the clinic market offset by spending reductions in other areas of the company. 7 CANDELA CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Net interest income and expense for the three month and nine month period ended March 30, 1996 is essentially unchanged. For the three month period ended March 30, 1996 and the nine month period ended March 30, 1996, other income was $6,000 and other expense was $145,000 respectively, versus other income of $108,000 and $181,000 for the same periods one year earlier. Profit from operations of $324,000 for the three months ended March 30, 1996 and $862,000 for the nine months ended March 30, 1996 include losses from the Company's clinic operations of ($142,000) and ($394,000) for the three and nine months respectively. Provision for income taxes of the three and nine months ended March 30, 1996 reflect effective tax rates of 22% and 37%, respectively. The provision for income taxes related to the taxable income in the Company's subsidiary in Japan. 8 CANDELA CORPORATION Part II Other Information Item 1 Legal Proceedings There have been no material developments in the legal proceedings previously reported by the Company. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K During the quarter ended March 30, 1996 the Company filed one Current Report on Form 8-K, dated March 25, 1996 to report the adoption of amendments to the Company's Stockholder Rights Plan which was originally approved in September, 1992. 9 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. CANDELA CORPORATION Registrant Date: May 13, 1996 /s/ Gerard E. Puorro -------------- ------------------------------------ Gerard E. Puorro (President, Chief Executive Officer and Acting Chief Financial Officer) 10