BEAM NEWS
03:20 PM BW Summit Technology, Inc. Completes Acquisition of Autonomous Technologies an...
April 29, 1999 03:20 PM
WALTHAM, Mass.--(BW HealthWire)--April 29, 1999--Summit Technology, Inc. BEAM said today that its procedure volume reached new levels in the first quarter and that it had concluded its acquisition of Autonomous Technologies Corporation ATCI , with the overwhelming approval of shareholders of both companies. As a result of the acquisition Autonomous stock will no longer be traded on NASDAQ.
The total value of cash and stock actually issued to Autonomous stockholders, based on the average Summit closing price of the five days prior to the closing is approximately $224 million. Shareholders of Autonomous will receive .727 shares of Summit common stock and $3.04 in cash for each share of Autonomous common stock. The total consideration paid by Summit will be approximately 11.2 million shares of Summit common stock and $46.8 million in cash.
Summit's revenues for the three months ended March 31, 1999 were $25.7 million, an increase of 17% over revenues of $22.0 million for the three months ended March 31, 1998. Laser vision correction revenues were $13.5 million in the first quarter of 1999 compared to $10.1 million in the first quarter of 1998, a 34% increase. In the first quarter of 1999, revenues from contact lens and related products increased 2% to $12.2 million from $11.9 million in the same period a year ago.
Gross margins increased from 40% in the first quarter of 1998 to 48% in the first quarter of 1999 primarily as a result of increased license fee revenues.
Income before the cumulative effect of accounting change was $2.4 million, or $0.08 per share, in the first quarter of 1999 compared to $.4 million, or $0.01 per share, in the fist quarter of 1998. Net income in the first quarter of 1999 was $2.4 million, or $0.08 per share, compared to a net loss of $9.7 million, or $(0.31) per share in the first quarter of 1998. The 1998 first quarter results include a one-time non-cash charge of $10.1 million, or $0.32 per share, representing the cumulative effect of adopting a new accounting principle as of January 1, 1998.
According to Robert Palmisano, Summit's Chief Executive Officer, momentum has continued to build at Summit during the first quarter. "Since obtaining FDA approval to market our Apex Plus system to correct astigmatism in March 1998, the number of procedures performed on our systems has climbed dramatically. In the first quarter procedure volume in the U.S. increased 31% over the fourth quarter of 1998 and 81% over the first quarter of 1998. We are confident this trend will continue and be strengthened by the acquisition concluded today."
In accordance with the merger agreement, Randy Frey, Founder, Chairman and Chief Executive Officer of Autonomous, and Dr. C. Glen Bradley, President and Chief Executive Officer of CIBA Vision Corporation, will join the Summit board of directors effective immediately. CIBA Vision Corporation owned approximately 13% of the common stock of Autonomous. Post-acquisition, Autonomous will continue to operate as a wholly-owned subsidiary of Summit with Mr. Frey as its President. Mr. Frey will also serve as an Executive Vice President of Summit.
"We are delighted to combine these two pathfinding organizations," said Palmisano, "With this acquisition, Summit is now the only company to offer refractive surgeons a choice in laser vision correction platforms. With procedure volume growing, and more refractive surgeons entering the field, doctors may choose between our superb Apex Plus system, currently being used by thousands of clinicians worldwide, and the Autonomous LADARVision system which will provide surgeons the latest in precise tracking and small beam technology. We believe that our effort to 'mean more to our customers', of which this acquisition is just one reflection, will increasingly pay off in subsequent quarters."
Founded in 1985, Summit Technology is a leading developer, manufacturer and marketer of ophthalmic laser systems and related products designed to correct common vision disorders such as nearsightedness, farsightedness and astigmatism. In 1995, Summit was the first excimer laser company to receive FDA approval for its excimer laser system for the correction of mild to moderate myopia in the U.S. Autonomous, a wholly owned subsidiary, is engaged in the design and development of next-generation excimer laser instruments for laser refractive surgery. The Company's LADARVision System combines laser radar eye tracking with narrow beam shaping technology. In addition, through its wholly owned subsidiary, Lens Express, Summit sells contact lenses and related products.
Cautionary Statement under "Safe harbor" Provisions of The Private Securities Litigation Reform Act of 1995: Statements made in this news release contain information about the Company's future business prospects. These statements may be considered "forward looking". These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. Among these risks and uncertainties are: competition from other manufacturers and vision correction technologies, delays in obtaining regulatory approvals, challenges to patents owned and licensed by the Company affecting per procedure revenues and adverse litigation results. For additional information and risks associated with the Company's business prospects and future operating results, please refer to Summit's annual report on Form 10-K for the year ended December 31, 1998.
SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts; Unaudited)
Three Months
Ended March 31,
1999 1998
Revenues:
Systems $ 3,335 $ 3,288
License fees, service and other 10,185 6,835
Contact lens and related products 12,164 11,917
Total revenues 25,684 22,040
Cost of revenues 13,378 13,308
Gross profit 12,306 8,732
Operating expenses:
Selling, general and administrative 8,625 7,175
Research, development and regulatory 2,086 1,838
Total operating expenses 10,711 9,013
Operating income (loss) 1,595 (281)
Interest income 1,086 928
Interest expense (114) (240)
Other income (expense) (116) (6)
Income before provision for income taxes 2,451 401
Provision for income taxes 65 24
Income before cumulative effect of
accounting principle change 2,386 377
Cumulative effect of accounting principle
change, net of tax -- (10,103)
Net income (loss) $ 2,386 $ (9,726)
Basis and diluted earnings (loss) per share:
Income before cumulative effect
of accounting principle change 0.08 0.01
Cumulative effect of accounting
principle change, net of tax -- (0.32)
Net income (loss) $ 0.08 $ (0.31)
Weighted average number of common shares:
Basic 31,165 31,082
Effect of dilutive options outstanding 293 --
Diluted 31,458 31,082
SUMMIT TECHNOLOGY, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts; Unaudited)
March 31, Dec. 31,
1999 1998
ASSETS
Current assets:
Cash and cash equivalents $ 40,113 $ 31,314
Short-term investments 30,474 33,295
Receivables, net of allowances 13,127 12,764
Inventories 15,644 17,403
Other current assets 6,555 5,965
Total current assets 105,913 100,741
Long-term investments 40,025 25,253
Property and equipment, net 8,574 8,802
Patents and other intangibles, net 7,485 7,497
Other assets 2,823 2,632
Total assets $ 164,820 $ 144,925
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,466 $ 4,132
Accrued expenses 6,097 5,081
Current maturities of long-term debt 5,173 6,431
Deferred revenue 5,529 6,144
Total current liabilities 20,265 21,788
Deferred revenue - noncurrent 4,004 3,653
Long-term debt, less current maturities 111 150
Total liabilities 24,380 25,591
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value. Authorized
5,000,000 shares, none issued -- --
Common stock, $.01 par value. Authorized
60,000,000 shares; issued 31,352,641 shares
in 1999 and 31,322,880 shares in 1998;
outstanding 31,187,926 shares in 1999
and 31,153,765 shares in 1998 314 314
Additional paid-in capital 149,534 149,482
Accumulated deficit (17,833) (20,219)
Accumulated other comprehensive
income (loss) 9,233 (9,411)
Treasury stock, at cost, 164,715 shares
in 1999 and 169,115 shares in 1998 (808) (832)
Total stockholders' equity 140,440 119,334
Total liabilities and stockholders'
equity $ 164,820 $ 144,925
© 1999 Business Wire.
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