-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJcyQVGd5S93XrkXcy+cLi7OXX1PfrKnV2P8HoqkH6iInITBBb6eWO6TX2ipzDsa mkv64JsDa32Wzk4oHITF1w== 0001275287-05-004378.txt : 20051103 0001275287-05-004378.hdr.sgml : 20051103 20051103080028 ACCESSION NUMBER: 0001275287-05-004378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASERSCOPE CENTRAL INDEX KEY: 0000851737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770049527 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18053 FILM NUMBER: 051174909 BUSINESS ADDRESS: STREET 1: 3052 ORCHARD DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089430636 8-K 1 la4006.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K ---------- Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) NOVEMBER 3, 2005 Commission File Number: 000-18053 LASERSCOPE (Exact name of Registrant as specified in its charter) CALIFORNIA 77-0049527 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 3070 ORCHARD DRIVE SAN JOSE, CA 95134-2011 (Address of principal executive offices) (408) 943-0636 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 3, 2005, Laserscope, a California corporation (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2005. A copy of the release is attached as Exhibit 99.1 and incorporated by reference herein. The information in this Form 8-K and the Exhibit attached hereto is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. It shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release of Laserscope dated November 3, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LASERSCOPE (Registrant) Date: November 3, 2005 By: /s/ Derek Bertocci ----------------------------- Derek Bertocci Vice President, Finance, and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- 99.1 Press release dated November 3, 2005 EX-99.1 2 la4006ex991.txt EXHIBIT 99.1 Exhibit 99.1 LASERSCOPE REPORTS 2005 THIRD QUARTER OPERATING RESULTS, UPDATES GUIDANCE FOR 2005 AND SETS INITIAL GUIDANCE FOR 2006 SOLID YEAR-OVER-YEAR REVENUE GROWTH DRIVEN BY DOMESTIC AND INTERNATIONAL PVP PROCEDURE VOLUME GROWTH 2005 THIRD QUARTER HIGHLIGHTS (COMPARED TO THE PRIOR-YEAR QUARTER): - GreenLight PV(R) fiber optic delivery devices shipped for PVP increased 77% to 17,639 units from 9,991 units. - Total revenues grew 26% to $30.4 million. - Operating income rose 19% to $5.4 million. SAN JOSE, Calif., Nov. 3 /PRNewswire-FirstCall/ -- Laserscope (Nasdaq: LSCP), a pioneer in the development and commercialization of minimally-invasive medical devices, including medical lasers and advanced fiber-optic delivery devices, today reported revenues of $30.4 million for its third quarter ended September 30, 2005, a 26% increase from $24.2 million in the third quarter of 2004. The increase in revenues was primarily attributable to continued strong year-over-year growth in sales of the Company's line of GreenLight(TM) products used for the Photoselective Vaporization of the Prostate ("PVP") procedure, offset by a slight decline in the Company's aesthetics business. Third quarter 2005 operating income grew 19% to $5.4 million, from $4.5 million in the third quarter of 2004. Third quarter 2005 net income was $6.3 million, or $0.28 per fully-diluted share, an increase from net income of $4.4 million, or $0.19 per fully-diluted share, in the same quarter last year. Gross margins in the third quarter of 2005 were down slightly to 59% compared to approximately 60% in the third quarter of 2004 and 61% in the second quarter of 2005. Year-over-year gross margin fluctuations were the result of the higher mix of lower margin international sales of both our GreenLight and aesthetic products as a percentage of overall revenues offset by a higher percentage of overall sales being from higher margin GreenLight products worldwide. Selling, general and administrative ("SG&A") expenses declined as a percentage of revenues compared to the third quarter of 2004. SG&A expenses were $10.5 million, or 35% of revenues, in the third quarter of 2005, compared to $8.8 million, or 36% of revenues, in the third quarter of 2004. The absolute increase in SG&A expenses resulted primarily from increases in marketing and sales costs to support higher sales. As a result of analysis of business prospects for 2006, the Company determined that it is more likely than not that future profitability will be sufficient to realize deferred income tax assets. In accordance with FAS 109 and related literature the Company released valuation allowances against its deferred income tax assets. The effective income tax rate was approximately negative 16% in the third quarter of 2005 and is expected to be positive 12% in the fourth quarter of 2005. The effective income tax rate for 2006 is currently anticipated to be in the range of 39% to 40%. The Company strengthened its balance sheet during the third quarter of 2005. At September 30, 2005, Laserscope had no bank borrowings and a cash position of $29.1 million, up significantly from $16.0 million at December 31, 2004. Inventories increased predominantly to support our GreenLight product line. Day Sales Outstanding ("DSOs") were relatively constant in the U.S. and increased somewhat for international sales. Nine-Month Results For the nine months ended September 30, 2005, the Company reported revenues of $92.1 million compared to $64.3 million for the nine months ended September 30, 2004, a 43% year-over-year increase. Operating income in the first nine months of 2005 was $18.4 million, compared to $9.8 million in the prior-year period, an 87% year-over-year increase. For the nine months ended September 30, 2005, Laserscope reported net income rose 74% to $16.6 million, or $0.73 per fully-diluted share, compared to $9.6 million, or $0.42 per fully-diluted share, in the same period last year. Urology Business Update "In the last quarter, we continued our trend of strong year-over-year growth, increased our penetration of international markets and advanced our goal of making the PVP procedure using our GreenLight products as the worldwide standard for treating BPH, while absorbing the impact of a confluence of adverse factors in the U.S. urology market. International demand for the PVP procedure using the GreenLight laser system continued to grow in the third quarter of 2005, as we posted another quarterly increase in shipments of GreenLight delivery devices overseas on a sequential quarter-over-quarter and year-over-year basis," said Eric Reuter, Laserscope President and CEO. "U.S. revenues from GreenLight delivery devices grew strongly year-over-year, although we did experience an unexpected slowdown in U.S. PVP utilization during the third quarter, resulting in a sequential decrease in U.S. sales of GreenLight delivery devices on a quarter-over-quarter basis. We believe several factors contributed to this decline including a seasonal slowdown in elective procedures during the summer months, a temporary disruption in large areas of the southern United States due to the hurricanes and subsequent relief efforts, the potential that reimbursement for the PVP procedure may be reduced substantially from the current temporary rate which caused some customers to delay or cancel purchases and competitive product offerings." Reimbursement Update "Yesterday, the Centers for Medicare and Medicaid Services ("CMS") announced the final rule for the Outpatient Prospective Payment System ("OPPS") for 2006," Mr. Reuter commented. "Although we disagree with the decision by CMS, we had anticipated the possibility of this ruling and, accordingly, our current 2006 guidance contemplates the new OPPS reimbursement rate applicable to PVP in 2006 of approximately $2,500 per procedure, on a national average basis. CMS is expected to announce the final rule for the Fee Schedule (physician payment) for 2006 in the near future, and we will reserve public comment on that final rule until after its release." Aesthetics Business Update "This was a disappointing quarter for our aesthetics business," said Mr. Reuter. "Aesthetics revenues fell slightly on a sequential and year-over-year basis due in large part to a precipitous decline in revenues generated through our distribution relationship with McKesson during the transition to our new U.S. distribution partner, Henry Schein. Given the large opportunity in the market for aesthetic products and procedures, we plan to utilize our new distribution relationship with Henry Schein and augment our internal resources in order to re-dedicate and re-focus the organization on growth. We believe our aesthetic product portfolio remains attractive and that our recently released Solis(TM) product will help our aesthetic business rebound in the fourth quarter and in 2006." Full Year 2005 Guidance Based on the nine-month results in 2005, the management of Laserscope has revised its full-year 2005 guidance as follows: - 2005 revenues are expected to be in the range of $125 million to $130 million, up 33% to 38% over 2004. - Reported pre-tax earnings are expected to be in the range of $25.5 to $26.5 million, up 63% to 69% over 2004. - Net income is expected to be in the range of $0.97 to $1.02 per fully-diluted share, at our effective tax rate of approximately 12% for 2005. For 2006, Laserscope expects our effective tax rate will be 39-40%. Full Year 2006 Guidance The management of Laserscope has additionally outlined preliminary 2006 guidance as follows: - 2006 Revenues and Earnings are expected to grow between 20% and 25% assuming a full income tax rate of 39-40% is applied to pre-tax income for both 2006 and 2005. This earnings outlook specifically does not include the impact on the Company of stock-based compensation expenses required under FAS 123R. Management Conference Call Management of Laserscope will hold a conference call on Thursday, November 3, 2005 at 8:00 am PT / 11:00 am ET to discuss results for the third quarter of 2005. To participate in the call, please dial 800-257-6566 (303-205-0055 for international callers) at least five minutes prior to the start time. Investors will also have the opportunity to listen to the conference call live on the Internet through Laserscope's website at www.laserscope.com. Investors should go to the website a few minutes early, as it may be necessary to download audio software to access the conference call. A replay of the conference call will be available through November 10, 2005 by dialing 800-405-2236 (303-590-3000 for international callers), and entering passcode 11041041 About Laserscope Laserscope designs, manufactures, sells and services on a worldwide basis an advanced line of minimally-invasive medical products including medical laser systems and related energy delivery devices for the office, outpatient surgical center, and hospital markets. More information about Laserscope can be found on its web site at www.laserscope.com. Safe Harbor Statement This press release contains forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by this section. These forward-looking statements include: statements about Laserscope's future profitability and operating results, competition, proposed changes to the rates of reimbursement applicable to the PVP procedure recently proposed by the Centers for Medicare and Medicaid Services and the possible effects, expected continued momentum of Laserscope's business and growth including new product offerings, worldwide adoption rates of the PVP procedure using the Company's GreenLight(TM) laser system, our ability to compete with similar product offerings, market penetration opportunities in international markets such as in Europe and the Asia Pacific region, including Japan. These statements are subject to a number of risks and uncertainties, including: uncertainties regarding introduction of new technologies competitive to Laserscope's products and the degree to which the Company's current and new products are accepted by customers, which could affect the level of demand for our products; our dependence on sole source providers for key components and products; risk of reductions in government and private insurance reimbursement of hospitals and physicians for health care costs, which may negatively impact hospitals and physicians decisions to purchase our products reducing adoption rates and sales growth; risks that we may be unable to protect adequately the integrity, safety and proper use of our disposable fiber optic delivery device with the GreenLight laser system, which could result in negative patient outcomes and reduce our disposable fiber recurring revenue stream; risks that patents and licenses that we hold may be challenged, invalidated or circumvented or that we may become the subject of intellectual property litigation; uncertainties regarding our ability to compete with companies that have significantly greater financial, technical, research and development, manufacturing and marketing resources than we have; and uncertainties that new products will receive regulatory approval in applicable jurisdictions. Actual results may differ materially due to these and other factors. The matters discussed in this press release also involve risks and uncertainties described from time to time in Laserscope's filings with the Securities and Exchange Commission. In particular, see the Risk Factors described in Laserscope's most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Copies of Laserscope's public disclosure filings with the SEC, including the most recent Annual Report on Form 10-K and the most recent forms 10-Q are available upon request from its Investor Relations Department at its website at www.laserscope.com and at the SEC's website: www.sec.gov. Laserscope assumes no obligation to update the forward-looking information contained in this press release. At Laserscope: At Financial Relations Board: Eric Reuter, President & CEO Tricia Ross Analyst/Investor Contact Derek Bertocci, CFO (617) 520-7064 (408) 943-0636 Laurie Berman, General Information (310) 854-8315 GreenLight(TM) Fiber Sales* (Units) 2005 Q1 Q2 Q3 -------------- ------ ------ ------ United States 11,792 14,379 12,654 International 4,463 4,712 4,985 Total 16,255 19,091 17,639 2004 Q1 Q2 Q3 Q4 Year -------------- ------ ------ ------ ------ ------ United States 5,018 6,908 7,024 10,211 29,161 International 1,385 1,582 2,967 2,269 8,203 Total 6,403 8,490 9,991 12,480 37,364 * The Company now plans to report consolidated worldwide fiber unit sales beginning with its 2006 first quarter earnings press release. LASERSCOPE FINANCIAL SUMMARY (Unaudited) Condensed Consolidated Statements of Income
Three months ended Nine months ended September 30, September 30, ---------------------------------- --------------------------------- (thousands except per share amounts) 2005 2004 2005 2004 - ------------------------------------ --------------- --------------- --------------- --------------- Net revenues $ 30,428 $ 24,156 $ 92,123 $ 64,340 Cost of sales 12,403 9,749 36,131 26,935 Gross margin 18,025 14,407 55,992 37,405 Operating expenses: Research and development 2,123 1,143 5,446 3,727 Selling, general and administrative 10,533 8,763 32,100 23,834 12,656 9,906 37,546 27,561 Operating income 5,369 4,501 18,446 9,844 Interest income (expense) and other, net 92 (52) 419 321 Net income before income taxes 5,461 4,449 18,865 10,165 Provision (benefit) for income taxes (862) 96 2,221 610 Net income $ 6,323 $ 4,353 $ 16,644 $ 9,555 Basic net income per share $ 0.28 $ 0.20 $ 0.75 $ 0.46 Diluted net income per share $ 0.28 $ 0.19 $ 0.73 $ 0.42 Shares used in basic per share calculations 22,196 21,364 22,101 20,875 Shares used in diluted per share calculations 22,955 22,778 22,937 22,780
Condensed Consolidated Balance Sheets September 30, December 31, ($ in thousands) 2005 2004 - --------------------------------------------- -------------- -------------- Assets Current assets: Cash & cash equivalents $ 29,083 $ 15,954 Accounts receivable, net 22,403 20,342 Inventories 26,731 19,446 Deferred tax assets, prepayments and other current assets 16,908 1,471 Total current assets 95,125 57,213 Property and equipment, net 6,321 3,457 Other assets 1,317 919 Total assets $ 102,763 $ 61,589 Liabilities and Shareholders' Equity Current liabilities $ 24,824 $ 18,647 Capital leases 14 31 Shareholders' equity 77,925 42,911 Total liabilities and shareholders' equity $ 102,763 $ 61,589 SOURCE Laserscope -0- 11/03/2005 /CONTACT: Eric Reuter, President & CEO, or Derek Bertocci, CFO, both of Laserscope, +1-408-943-0636; or Analyst/Investor, Tricia Ross, +1-617-520-7064, or Laurie Berman, General Information, +1-310-854-8315, both of Financial Relations Board, for Laserscope/ /Web site: http://www.laserscope.com / (LSCP) -----END PRIVACY-ENHANCED MESSAGE-----