-----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, I9o6Kv6UvhglSl68DwETRIKqDXII6KoZMQAUyvzYQMHuFCFPuVz0GgHDwNFD47Nq tlbzypw3351wp7dao59HFg== 0000793523-99-000011.txt : 19990403 0000793523-99-000011.hdr.sgml : 19990403 ACCESSION NUMBER: 0000793523-99-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981031 FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUXTEC CORP /MA/ CENTRAL INDEX KEY: 0000793523 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042741310 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-14961 FILM NUMBER: 99585727 BUSINESS ADDRESS: STREET 1: 326 CLARK STREET CITY: WORCESTER STATE: WA ZIP: 01606 BUSINESS PHONE: 5088569454 MAIL ADDRESS: STREET 1: 326 CLARK STREET CITY: WORCESTER STATE: MA ZIP: 01606 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended October 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: 0-14961 LUXTEC CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04-2741310 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 326 Clark Street, Worcester, Massachusetts 01606 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (508) 856-9454 Securities registered pursuant to Section 12(b) of the Act: American Stock Exchange Common Stock, $.01 par value per share (Title of class) Securities registered pursuant to Section 12(g) of the Act: None Indicate by checkmark 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting Common Stock held by non-affiliates of the registrant was approximately $2,934,096 based on the closing price of such stock on January 19, 1999, as reported by the American Stock Exchange ($2.75 per share). As of January 19, 1999, 2,872,149 shares of Common stock, $.01 par value, were issued and outstanding. Documents Incorporated by Reference Form 10-K Reference None The Company's Annual Report on Form 10-K for the year ended October 31, 1998 is hereby amended solely to (i) include the signed Report of Independent Public Accountants, Arthur Andersen LLP, which was inadvertently omitted from the original filing of the Annual Report on Form 10-K on January 22, 1999, (ii) revise disclosure contained in Note 7 of the Notes to Consolidated Financial Statements to indicate the reasons for the provision of a full valuation allowance, and (iii) revising the previous disclosure of $320,000 as the provision for bad debts at October 31, 1997, which should have been shown as $254,000. ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LUXTEC CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Public Accountants To Luxtec Corporation: We have audited the accompanying consolidated balance sheets of Luxtec Corporation (a Massachusetts corporation) and subsidiaries as of October 31, 1997 and 1998, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended October 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Luxtec Corporation and subsidiaries as of October 31, 1997 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 1998, in conformity with generally accepted accounting principles. /s/Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts December 9, 1998 LUXTEC CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets Assets October 31, 1997 1998 Current Assets: Cash $ 41,712 $ 43,698 Accounts receivable, less reserves of approximately $254,000 and $250,000 in 2,319,945 2,571,230 1997 and 1998, respectively Inventories 2,527,309 2,549,244 Prepaid expenses and other current assets 71,191 55,068 Total current assets 4,960,157 5,219,240 Property and Equipment, at cost 2,476,691 2,570,501 Accumulated Depreciation and Amortization (1,890,093) (2,075,345) Property and equipment, net 586,598 495,156 Other Assets, net of accumulated amortization of approximately $143,000 and 255,819 244,754 $109,000 in 1997 and 1998, respectively Total assets $ 5,802,574 $ 5,959,150 Liabilities and Stockholders' Equity Current Liabilities: Revolving line of credit $ 2,082,854 $ 2,186,052 Current portion of equipment facility loan 65,186 88,726 Accounts payable 938,733 497,980 Accrued expenses 478,931 711,745 Total current liabilities 3,565,704 3,484,503 Term Note 460,250 469,250 Equipment Facility Loan, net of current portion 200,992 88,726 Minority Interest - 51,386 Commitments (Note 13) Redeemable Preferred Stock, $1.00 par value: Series A Preferred Stock- Authorized-500,000 shares Issued and outstanding-10,000 shares (at liquidation value) 1,119,768 1,199,768 Stockholders' Equity: Common stock, $.01 par value- Authorized-10,000,000 shares Issued and outstanding-2,853,491 shares in 1997 and 2,867,592 in 1998 28,535 28,676 Additional paid-in capital 8,318,685 8,263,018 Accumulated deficit (7,891,360) (7,626,177) Total stockholders' equity 455,860 665,517 Total liabilities, redeemable preferred stock and stockholders' equity $ 5,802,574 $ 5,959,150
The accompanying notes are an integral part of these consolidated financial statements. LUXTEC CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) October 31, 1998 (7) Income Taxes As of October 31, 1998, the Company had available net operating loss carryforwards of approximately $2,034,000, research and development credit carryforwards of approximately $175,000, and general business credit carryforwards of approximately $25,000 available to reduce future federal income taxes, if any. These carryforwards expire through 2012 and are subject to review and possible adjustment by the Internal Revenue Service. The Tax Reform Act of 1986 limits a corporation's ability to utilize certain net operating loss carryforwards in the event of a cumulative change in ownership in excess of 50%, as defined. The Company follows the liability method of accounting for income taxes in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, whereby a deferred tax liability is measured by the enacted tax rates that will be in effect when any differences between the financial statement and tax bases of assets and liabilities reverse. The components of the net deferred tax amount recognized in the accompanying consolidated balance sheets are set forth below: 1997 1998 Deferred tax assets $ 1,353,000 $ 1,284,000 Deferred tax liabilities - - Valuation allowance (1,353,000) (1,284,000) $ - $ - The appropriate tax effect of each type of temporary difference and carryforward before allocation of the valuation allowance is summarized as follows: 1997 1998 Net operating losses $ 889,000 $ 814,000 Inventory reserve 89,000 95,000 Bad debt reserve 74,000 34,000 Other temporary differences 129,000 141,000 Research and development credits 147,000 175,000 General business credits 25,000 25,000 $ 1,353,000 $ 1,284,000 The Company has provided a full valuation allowance due to its limited history of profitability. The Company has historically incurred significant operating losses. Although the Company was profitable in fiscal 1998, it cannot predict future profitability with adequate assurance that its tax assets will more likely than not be realized at this time. The Company will periodically reassess its forecast and valuation allowance levels and revise the level of reserve when appropriate. LUXTEC CORPORATION October 31, 1998 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Worcester, Commonwealth of Massachusetts, on the 1st day of April, 1999. LUXTEC CORPORATION by /s/James W. Hobbs James W. Hobbs, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ James W. Hobbs James W. Hobbs President, Chief Executive Officer April 1, 1999 Officer and Director /s/ Samuel M. Stein Samuel M. Stein Chief Financial Officer, Treasurer April 1, 1999 and Assistant Clerk /s/ James Berardo James Berardo Director April 1, 1999 /s/ Paul Epstein Paul Epstein Director April 1, 1999 /s/ James J. Goodman James J. Goodman Director April 1, 1999 /s/ Patrick G. Phillipps Patrick G. Phillipps Director April 1, 1999 /s/ Thomas J. Vander Salm Thomas J. Vander Salm Director April 1, 1999 /s/ Louis C. Wallace Louis C. Wallace Director April 1, 1999 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports and to all references to our Firm included in or made a part of this Form 10-K, into the Company's previously filed Registration Statements on Form S-8 (File Nos. 33-83510, 333-19087 and 333-19107). S/Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts April 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----