##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q

|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                        
|[X]        |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended September 30, 2001

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 0-18053

LASERSCOPE(Exact name of Registrant as Specified in Its Charter)

|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization) |  | 77-0049527
(I.R.S. Employer Identification No.)

3070 ORCHARD DRIVE, SAN JOSE, CALIFORNIA 95134-2011
(Address of Principal Executive Offices)

Registrants Telephone Number, Including Area Code: (408) 943-0636

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 [   ]

The number of shares of Registrants common stock issued and outstanding as of
October 31, 2001 was 16,014,877.

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TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements:                                                                
|                              |                                                                                               | Condensed Consolidated Balance Sheets               
|                              |                                                                                               | Condensed Consolidated Statements of Operations     
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows     
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION   
|                              | Item 1. Legal Proceedings                                                                    
|                              | Item 2. Changes in Securities                                                                
|                              | Item 3. Defaults upon Senior Securities                                                      
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                              | Item 5. Other Items                                                                          
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                   
|EXHIBIT INDEX                
|EXHIBIT 10.11I               



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##### Table of Contents



TABLE OF CONTENTS

|                               |                                                                                                |                                                      |    |      |    | 
|------------------------------ | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------- | -- | ---- | -- | 
|                               |                                                                                                |                                                      |    | Page
|                               |                                                                                                |                                                      |    |     
|PART I.  FINANCIAL INFORMATION |                                                                                                |                                                      | 3  |     
|                               | Item 1.  Financial Statements                                                                  |                                                      |    | 3    |   
|                               |                                                                                                | Condensed Consolidated Balance Sheets                |    |      | 3  | 
|                               |                                                                                                | Condensed Consolidated Statements of Operations      |    |      | 4  | 
|                               |                                                                                                | Condensed Consolidated Statements of Cash Flows      |    |      | 5  | 
|                               |                                                                                                | Notes to Condensed Consolidated Financial Statements |    |      | 6  | 
|                               | Item 2.  Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                      |    | 8    |   
|                               |                                                                                                | Results of Operations                                |    |      | 8  | 
|                               |                                                                                                | Liquidity and Capital Resources                      |    |      | 10 | 
|                               |                                                                                                | Risk Factors                                         |    |      | 11 | 
|                               | Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            |                                                      |    | 15   |   
|PART II.  OTHER INFORMATION    |                                                                                                |                                                      | 16 |     
|                               | Item 1.  Legal Proceedings                                                                     |                                                      |    | 16   |   
|                               | Item 2.  Changes in Securities                                                                 |                                                      |    | 16   |   
|                               | Item 3.  Defaults upon Senior Securities                                                       |                                                      |    | 16   |   
|                               | Item 4.  Submission of Matters to a Vote of Security Holders                                   |                                                      |    | 16   |   
|                               | Item 5.  Other Items                                                                           |                                                      |    | 16   |   
|                               | Item 6.  Exhibits and Reports on Form 8-K                                                      |                                                      |    | 16   |   
|SIGNATURES                     |                                                                                                |                                                      | 17 |     

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##### Table of Contents






PART I.  FINANCIAL INFORMATION




Item 1.  Financial Statements:


Laserscope




Condensed Consolidated Balance Sheets


|                                     |                                     |                                      |                             |                                            |         |               |        |              |         |        |        | 
|------------------------------------ | ----------------------------------- | ------------------------------------ | --------------------------- | ------------------------------------------ | ------- | ------------- | ------ | ------------ | ------- | ------ | ------ | 
|                                     |                                     |                                      |                             |                                            |         | September 30, |        | December 31,
|                                     |                                     |                                      |                             |                                            |         | 2001          |        | 2000        
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      |                             |                                            |         | (Unaudited)   |        |              |         |       
|                                     |                                     |                                      |                             |                                            |         | (thousands)  
|Assets                               |                                     |                                      |                             |                                            |         |               |        |             
|                                     | Current assets:                     |                                      |                             |                                            |         |               |        |              |        
|                                     |                                     | Cash and cash equivalents            |                             | $                                          | 3,147   |               |        | $            | 2,698   |       
|                                     |                                     | Accounts receivable, net             |                             |                                            | 8,122   |               |        |              | 9,549   |       
|                                     |                                     | Inventories                          |                             |                                            | 9,415   |               |        |              | 8,279   |       
|                                     |                                     | Other current assets                 |                             |                                            | 1,237   |               |        |              | 963     |       
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      | Total current assets        |                                            |         | 21,921        |        |              |         | 21,489 |       
|                                     | Property and equipment, net         |                                      |                             | 1,906                                      |         |               |        | 1,944        |        
|                                     | Other assets                        |                                      |                             | 1,107                                      |         |               |        | 654          |        
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      |                             | Total assets                               |         | $             | 24,934 |              |         | $      | 24,087 | 
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|Liabilities and Shareholders Equity |                                     |                                      |                             |                                            |         |               |        |             
|                                     | Current liabilities:                |                                      |                             |                                            |         |               |        |              |        
|                                     |                                     | Short-term bank loans                |                             | $                                          | 1,000   |               |        | $            | 702     |       
|                                     |                                     | Accounts payable                     |                             |                                            | 1,960   |               |        |              | 1,444   |       
|                                     |                                     | Accrued compensation                 |                             |                                            | 1,321   |               |        |              | 1,290   |       
|                                     |                                     | Deferred revenue                     |                             |                                            | 1,732   |               |        |              | 1,022   |       
|                                     |                                     | Other current liabilities            |                             |                                            | 2,513   |               |        |              | 2,238   |       
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      | Total current liabilities   |                                            |         | 8,526         |        |              |         | 6,696  |       
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     | Convertible subordinated debentures |                                      |                             | 3,000                                      |         |               |        | 3,000        |        
|                                     | Obligations under capital leases    |                                      |                             | 123                                        |         |               |        | 277          |        
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      | Total long-term liabilities |                                            |         | 3,123         |        |              |         | 3,277  |       
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     | Shareholders equity:               |                                      |                             |                                            |         |               |        |              |        
|                                     |                                     | Common stock                         |                             |                                            | 54,614  |               |        |              | 54,480  |       
|                                     |                                     | Accumulated deficit                  |                             |                                            | (39,963 | )             |        |              | (39,014 | )     
|                                     |                                     | Accumulated other comprehensive loss |                             |                                            | (1,241  | )             |        |              | (1,218  | )     
|                                     |                                     | Notes receivable from shareholders   |                             |                                            | (125    | )             |        |              | (134    | )     
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      |                             | Total shareholders equity                 |         |               | 13,285 |              |         |        | 14,114 | 
|                                     |                                     |                                      |                             |                                            |         |               |        |             
|                                     |                                     |                                      |                             | Total liabilities and shareholders equity |         | $             | 24,934 |              |         | $      | 24,087 | 
|                                     |                                     |                                      |                             |                                            |         |               |        |             

See Notes to Condensed Consolidated Financial Statements

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##### Table of Contents



Laserscope




Condensed Consolidated Statements of Operations


(Unaudited)


|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |       |        | 
|--------------------------------------------- | ----------------------------------- | ------------------------ | ------ | ------------------------------------- | ----- | ----------------- | ------ | ----- | ----- | ---- | ------ | ------ | ------ | - | ------ | ----- | ------ | 
|                                              |                                     |                          |        | Three months ended                    |       | Nine months ended
|                                              |                                     |                          |        | September 30,                         |       | September 30,    
|                                              |                                     |                          |        |                                       |       |                  
|                                              |                                     |                          |        | 2001                                  |       | 2000              |        | 2001  |       | 2000
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |     
|                                              |                                     |                          |        | (thousands, except per share amounts)
|Net revenue                                   |                                     | $                        | 7,953  |                                       |       | $                 | 9,254  |       |       | $    | 25,483 |        |        | $ | 27,176 |      
|Cost of sales                                 |                                     |                          | 4,154  |                                       |       |                   | 4,614  |       |       |      | 12,954 |        |        |   | 14,275 |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Gross margin                                  |                                     |                          | 3,799  |                                       |       |                   | 4,640  |       |       |      | 12,529 |        |        |   | 12,901 |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Operating expenses:                           |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|                                              | Research and development            |                          |        | 930                                   |       |                   |        | 772   |       |      |        | 2,721  |        |   |        | 2,463 |       
|                                              | Selling, general and administrative |                          |        | 3,375                                 |       |                   |        | 3,226 |       |      |        | 10,459 |        |   |        | 9,655 |       
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|                                              |                                     | Total operating expenses |        |                                       | 4,305 |                   |        |       | 3,998 |      |        |        | 13,180 |   |        |       | 12,118 | 
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Operating income (loss)                       |                                     |                          | (506   | )                                     |       |                   | 642    |       |       |      | (651   | )      |        |   | 783    |      
|Interest income (expense) and other, net      |                                     |                          | (135   | )                                     |       |                   | (137   | )     |       |      | (266   | )      |        |   | (327   | )    
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Income (loss) before income taxes             |                                     |                          | (641   | )                                     |       |                   | 505    |       |       |      | (917   | )      |        |   | 456    |      
|Provision for income taxes                    |                                     |                          |       |                                       |       |                   |       |       |       |      | 32     |        |        |   |       |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Net income (loss)                             |                                     | $                        | (641   | )                                     |       | $                 | 505    |       |       | $    | (949   | )      |        | $ | 456    |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Basic net income (loss) per share             |                                     | $                        | (0.04  | )                                     |       | $                 | 0.03   |       |       | $    | (0.06  | )      |        | $ | 0.03   |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Diluted net income (loss) per share           |                                     | $                        | (0.04  | )                                     |       | $                 | 0.03   |       |       | $    | (0.06  | )      |        | $ | 0.03   |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Shares used in basic per share calculations   |                                     |                          | 16,003 |                                       |       |                   | 15,610 |       |       |      | 15,929 |        |        |   | 15,474 |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      
|Shares used in diluted per share calculations |                                     |                          | 16,003 |                                       |       |                   | 19,277 |       |       |      | 15,929 |        |        |   | 19,049 |      
|                                              |                                     |                          |        |                                       |       |                   |        |       |       |      |        |        |        |   |        |      

See Notes to Condensed Consolidated Financial Statements

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##### Table of Contents



Laserscope




Condensed Consolidated Statements of Cash Flows


(Unaudited)


|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |         |       |        |  
|------------------------------------------------- | ---------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------- | ------ | ----------------- | ------ | ------ | ------- | ----- | ------ | -
|                                                  |                                                                                                |                                                                                   |                           |        | Nine Months Ended
|                                                  |                                                                                                |                                                                                   |                           |        | September 30,    
|                                                  |                                                                                                |                                                                                   |                           |        |                  
|                                                  |                                                                                                |                                                                                   |                           |        | 2001              |        | 2000  
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |       
|                                                  |                                                                                                |                                                                                   |                           |        | (thousands)      
|Cash flows from operating activities:             |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|                                                  | Net Income (loss)                                                                              |                                                                                   | $                         | (949   | )                 |        | $      | 456     |      
|                                                  | Adjustments to reconcile net income (loss) to
cash provided by (used in) operating activities: |                                                                                   |                           |        |                   |        |        |         |      
|                                                  |                                                                                                | Depreciation and amortization                                                     |                           |        | 859               |        |        |         | 1,338 |       
|                                                  |                                                                                                | Changes in assets and liabilities:                                                |                           |        |                   |        |        |         |       |       
|                                                  |                                                                                                |                                                                                   | Accounts receivable, net  |        |                   | 872    |        |         |       | (2,541 | )
|                                                  |                                                                                                |                                                                                   | Inventories               |        |                   | (1,136 | )      |         |       | (15    | )
|                                                  |                                                                                                |                                                                                   | Other current assets      |        |                   | (274   | )      |         |       | 266    |  
|                                                  |                                                                                                |                                                                                   | Accounts payable          |        |                   | 516    |        |         |       | (735   | )
|                                                  |                                                                                                |                                                                                   | Accrued compensation      |        |                   | 31     |        |         |       | (294   | )
|                                                  |                                                                                                |                                                                                   | Deferred revenue          |        |                   | 710    |        |         |       | 173    |  
|                                                  |                                                                                                |                                                                                   | Other current liabilities |        |                   | 373    |        |         |       | (51    | )
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Cash provided by (used in) operating activities   |                                                                                                |                                                                                   | 1,002                     |        |                   |        | (1,403 | )      
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Cash flows from investing activities:             |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|                                                  | Capital additions to property and equipment                                                    |                                                                                   |                           | (719   | )                 |        |        | (302    | )    
|                                                  | Other                                                                                          |                                                                                   |                           | (23    | )                 |        |        | (441    | )    
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Cash used in investing activities                 |                                                                                                |                                                                                   | (742                      | )      |                   |        | (743   | )      
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Cash flows from financing activities:             |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|                                                  | Payments on obligations under capital leases                                                   |                                                                                   |                           | (252   | )                 |        |        | (233    | )    
|                                                  | Cash transferred to Wavelight in NWL sale                                                      |                                                                                   |                           |       |                   |        |        | (296    | )    
|                                                  | Proceeds from the NWL sale                                                                     |                                                                                   |                           |       |                   |        |        | 3,429   |      
|                                                  | Proceeds from the sale of common stock under stock plans                                       |                                                                                   |                           | 134    |                   |        |        | 780     |      
|                                                  | Proceeds from the sale of common stock in private placement                                    |                                                                                   |                           |       |                   |        |        | 731     |      
|                                                  | Proceeds from the issuance of convertible subordinated debentures                              |                                                                                   |                           |       |                   |        |        | 2,632   |      
|                                                  | Proceeds from bank loans                                                                       |                                                                                   |                           | 9,550  |                   |        |        | 16,534  |      
|                                                  | Repayment of shareholder notes                                                                 |                                                                                   |                           | 9      |                   |        |        | 14      |      
|                                                  | Repayment of bank loans                                                                        |                                                                                   |                           | (9,252 | )                 |        |        | (19,489 | )    
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Cash provided by financing activities             |                                                                                                |                                                                                   | 189                       |        |                   |        | 4,102  |        
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Increase in cash and cash equivalents             |                                                                                                |                                                                                   | 449                       |        |                   |        | 1,956  |        
|Cash and cash equivalents, beginning of period    |                                                                                                |                                                                                   | 2,698                     |        |                   |        | 1,449  |        
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Cash and cash equivalents, end of period          |                                                                                                | $                                                                                 | 3,147                     |        |                   | $      | 3,405  |        
|                                                  |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|Supplemental disclosure of cash flow information: |                                                                                                |                                                                                   |                           |        |                   |        |        |        
|                                                  |                                                                                                | Cash paid during the period for:                                                  |                           |        |                   |        |        |         |       |       
|                                                  |                                                                                                |                                                                                   | Interest                  |        | $                 | 287    |        |         | $     | 444    |  
|                                                  |                                                                                                |                                                                                   | Income taxes              |        | $                 | 10     |        |         | $     | 15     |  
|                                                  |                                                                                                | Non-cash reduction is assets relating to NWL sale                                 |                           | $      |                  |        |        | $       | 8,949 |       
|                                                  |                                                                                                | Non-cash reduction in liabilities relating to NWL sale                            |                           | $      |                  |        |        | $       | 5,415 |       
|                                                  |                                                                                                | Acquisition of minority interest in affiliate in exchange
for accounts receivable |                           | $      | 555               |        |        | $       |      |       

See Notes to Condensed Consolidated Financial Statements

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Laserscope Notes to Condensed Consolidated Financial Statements:



|1. |  | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The accompanying condensed consolidated financial statements include
Laserscope (the Company, management, we, us, our) and its
wholly and majority-owned subsidiaries. All intercompany transactions
and balances have been eliminated. While the financial information in
this report is unaudited, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present
fairly the financial position and results of operations as of and for the
periods indicated have been recorded. We suggest that these consolidated
financial statements be read in conjunction with the consolidated
financial statements and notes for the year ended December 31, 2000
included in the Companys annual report on Form 10-K/A for the year ended
December 31, 2000. The results of operations for the three and nine
month periods ended September 30, 2001 are not necessarily indicative of
the results expected for the full year.
|  
|2. |  | Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | Inventory was comprised of the following (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|                                   |  |               |       |              |  |   |       | 
|---------------------------------- |  | ------------- | ----- | ------------ |  | - | ----- | 
|                                   |  | September 30, |       | December 31,
|                                   |  | 2001          |       | 2000        
|                                   |  |               |       |             
|Sub-assemblies and purchased parts |  | $             | 7,049 |              |  | $ | 6,295 | 
|Finished goods                     |  |               | 2,366 |              |  |   | 1,984 | 
|                                   |  |               |       |              |  |   |       | 
|                                   |  | $             | 9,415 |              |  | $ | 8,279 | 
|                                   |  |               |       |              |  |   |       | 



|3. |  | Net income (loss) per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Basic net income (loss) per share is calculated using the weighted
average number of common shares outstanding. Diluted net income (loss)
per share is calculated using the weighted average number of common
shares outstanding plus dilutive common equivalent shares from stock
options and warrants. Options to purchase approximately 3,149,000 and
2,937,000 shares of common stock were outstanding at September 30, 2001
and 2000, respectively, and warrants to purchase approximately 459,000
shares of common stock and debentures convertible into 2,400,000 shares
of common stock were outstanding at September 30, 2001. The stock
options and warrants outstanding were not included in the computation of
diluted earnings per share for the periods we reported net losses because
the effect would be anti-dilutive.
|  
|4. |  | Comprehensive income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | Total comprehensive income (loss) consisted of (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                            |  |                    |      |                   |  |      |      |      |  |   |      |   |  |   |      |  
|--------------------------- |  | ------------------ | ---- | ----------------- |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                            |  | Three months ended |      | Nine months ended
|                            |  | September 30,      |      | September 30,    
|                            |  |                    |      |                  
|                            |  | 2001               |      | 2000              |  | 2001 |      | 2000
|                            |  |                    |      |                   |  |      |      |     
|Net income (loss)           |  | $                  | (641 | )                 |  | $    | 505  |      |  | $ | (949 | ) |  | $ | 456  |  
|Translation adjustments     |  |                    | 379  |                   |  |      | (193 | )    |  |   | (23  | ) |  |   | (441 | )
|                            |  |                    |      |                   |  |      |      |      |  |   |      |   |  |   |      |  
|Comprehensive income (loss) |  | $                  | (262 | )                 |  | $    | 312  |      |  | $ | (973 | ) |  | $ | 15   |  
|                            |  |                    |      |                   |  |      |      |      |  |   |      |   |  |   |      |  

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|5. |  | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In July 2001, the FASB issued SFAS No. 141 Business Combinations (SFAS
No. 141) which establishes financial accounting and reporting for
business combinations and supersedes APB Opinion No. 16, Business
Combinations, and FASB Statement No. 38, Accounting for Preacquisition
Contingencies of Purchased Enterprises. SFAS No. 141 requires that all
business combinations be accounted for using one method, the purchase
method. The provisions of SFAS No. 141 apply to all business combinations
initiated after June 30, 2001. The Company will adopt SFAS No. 141 during
the first quarter of fiscal 2002, and the adoption of SFAS No. 141 is
expected to have no material impact on financial reporting and related
disclosures of the Company.                                                                                                                                                                                       
|  
|   |  | In July 2001, the FASB issued SFAS No. 142 Goodwill and Other Intangible
Assets, (SFAS No. 142) which establishes financial accounting and
reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. SFAS No. 142
addresses how intangible assets that are acquired individually or with a
group of other assets (but not those acquired in a business combination)
should be accounted for in financial statements upon their acquisition,
and after they have been initially recognized in the financial
statements. The provisions of SFAS No. 142 are effective for fiscal years
beginning after December 15, 2001. The Company will adopt SFAS No. 142
during the first quarter of fiscal 2002, and the adoption of SFAS No. 142
is expected to have no material impact on financial reporting and related
disclosures of the Company.                                                 
|  
|   |  | In October 2001, the FASB issued
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, (SFAS No. 144) which is effective for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal
periods. This Statement supersedes FASB Statement No. 121 and APB 30,
however, this Statement retains the requirement of Opinion 30 to report
discontinued operations separately from continuing operations and extends
that reporting to a component of an entity that either has been disposed
of (by sale, by abandonment, or in a distribution to owners) or is
classified as held for sale. This Statement addresses financial
accounting and reporting for the impairment of certain long-lived assets
and for long-lived assets to be disposed of. Management does not expect
the adoption of SFAS No. 144 to have a material impact on the Companys
financial position and results of operations.
|  
|6. |  | Sale of NWL Laser-Technologie                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | On February 18, 2000, we signed an agreement with Wavelight Laser
Technologie AG (Wavelight) to sell our interest in NWL Laser
Technologie GmbH (NWL). The sale then had an effective date of January
1, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | During April 2001, Laserscope and Wavelight reached an agreement whereby
Laserscope waived its rights to $400,000 held by Wavelight in escrow and
Wavelight waived the right to make any future claims against Laserscope
with respect to its purchase of NWL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations:

INTRODUCTORY STATEMENT

Some of the statements in this Quarterly Report on Form 10-Q, including but not
limited to Managements Discussion and Analysis of Financial Condition and
Results of Operations, and elsewhere in this document are forward-looking
statements within the meaning of the Private Securities Litigation Act of 1995.
These statements relate to future events or our future financial performance
and involve known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be materially
different from those expressed or implied by any forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
may, will, could, would, should, expect, plan, anticipate,
intend, believe, estimate, predict, potential or continue or the
negative of these terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. We refer you
to the factors described under the heading Risk Factors in this Quarterly
Report on Form 10-Q as well as to our Annual Report on Form 10-K/A for the year
ended December 31, 2000 under the heading Risk Factors in Part I. Item 1.
Business. Readers are cautioned not to place undue reliance on
forward-looking statements. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of those statements. We are
under no duty to update any of the forward-looking statements after the date of
this document to reflect the occurrence of unanticipated events.

Results of Operations:

The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes included in Part I 
Item 1 of this Quarterly Report and the audited consolidated financial
statements and notes contained in the Companys Annual Report on Form 10-K/A
for the year ended December 31, 2000 and the accompanying Managements
Discussion and Analysis of Financial Condition and Results of Operations.

The following table contains selected income statement information, which
serves as the basis of the discussion of the Companys results of operations
for the quarter and nine months ended September 30, 2001 (in thousands, except
percentages):

|                                  |                        |   |                    |       |                |  |        |    |                   |   |                |       |                |  |      |    |        |  |      |     |          |   |        |        |  |  |     |    |   |   |        |        |  |  |     |    |   |  |    |     |   
|--------------------------------- | ---------------------- | - | ------------------ | ----- | -------------- |  | ------ | -- | ----------------- | - | -------------- | ----- | -------------- |  | ---- | -- | ------ |  | ---- | --- | -------- | - | ------ | ------ |  |  | --- | -- | - | - | ------ | ------ |  |  | --- | -- | - |  | -- | --- | --
|                                  |                        |   | Three months ended |       |                |  |        |    | Nine months ended |   |                |       |               
|                                  |                        |   |                    |       |                |  |        |    |                   |   |                |       |               
|                                  |                        |   | Sept. 30, 2001     |       | Sept. 30, 2000 |  |        |    |                   |   | Sept. 30, 2001 |       | Sept. 30, 2000 |  |      |    |       
|                                  |                        |   |                    |       |                |  |        |    |                   |   |                |       |                |  |      |    |       
|                                  |                        |   | Amount             |       | %(a)           |  | Amount |    | %(a)              |   | % Change       |       | Amount         |  | %(a) |    | Amount |  | %(a) |     | % Change
|                                  |                        |   |                    |       |                |  |        |    |                   |   |                |       |                |  |      |    |        |  |      |     |         
|Revenues from sales of:           |                        |   |                    |       |                |  |        |    |                   |   |                |       |                |  |      |    |        |  |      |     |          |   |        |        |  |  |     |    |   |   |        |        |  |  |     |    |   |  |    |    
|                                  | Lasers                 |   | $                  | 3,489 |                |  |        | 44 | %                 |   | $              | 4,900 |                |  |      | 53 | %      |  |      | (29 | )%       |   | $      | 11,735 |  |  |     | 46 | % |   | $      | 14,328 |  |  |     | 53 | % |  |    | (18 | )%
|                                  | Instruments & supplies |   |                    | 3,129 |                |  |        | 39 | %                 |   |                | 2,751 |                |  |      | 30 | %      |  |      | 14  | %        |   |        | 9,494  |  |  |     | 37 | % |   |        | 8,435  |  |  |     | 31 | % |  |    | 13  | % 
|                                  | Service                |   |                    | 1,335 |                |  |        | 17 | %                 |   |                | 1,603 |                |  |      | 17 | %      |  |      | (17 | )%       |   |        | 4,254  |  |  |     | 17 | % |   |        | 4,413  |  |  |     | 16 | % |  |    | (4  | )%
|                                  |                        |   |                    |       |                |  |        |    |                   |   |                |       |                |  |      |    |        |  |      |     |          |   |        |        |  |  |     |    |   |   |        |        |  |  |     |    |   |  |    |    
|Total net revenues                |                        | $ | 7,953              |       |                |  | 100    | %  |                   | $ | 9,254          |       |                |  | 100  | %  |        |  | (14  | )%  |          | $ | 25,483 |        |  |  | 100 | %  |   | $ | 27,176 |        |  |  | 100 | %  |   |  | (6 | )% 
|Gross margin                      |                        | $ | 3,799              |       |                |  | 48     | %  |                   | $ | 4,640          |       |                |  | 50   | %  |        |  | (18  | )%  |          | $ | 12,529 |        |  |  | 49  | %  |   | $ | 12,901 |        |  |  | 47  | %  |   |  | (3 | )% 
|Research & development            |                        | $ | 930                |       |                |  | 12     | %  |                   | $ | 772            |       |                |  | 8    | %  |        |  | 20   | %   |          | $ | 2,721  |        |  |  | 11  | %  |   | $ | 2,463  |        |  |  | 9   | %  |   |  | 10 | %  
|Selling,
general & administrative |                        | $ | 3,375              |       |                |  | 42     | %  |                   | $ | 3,226          |       |                |  | 35   | %  |        |  | 5    | %   |          | $ | 10,459 |        |  |  | 41  | %  |   | $ | 9,655  |        |  |  | 36  | %  |   |  | 8  | %  



---

|(a) |  | expressed as a percentage of total net revenues.
|--- |  | ------------------------------------------------

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Net revenues decreased $1.3 million for the three months ended September 30,
2001 relative to the corresponding period of 2000, and revenues declined $1.7
million for the nine months ended September 30, 2001 relative to the
corresponding period of 2000.

Revenues from the sales of laser systems decreased during the three and nine
month periods ended September 30, 2001 relative to the same periods in 2000.
While unit sales actually increased 2% for both the three and nine month
periods ended September 30, 2001 relative to the same periods in 2000, average
selling prices decreased. This decrease in dollar terms is due to a change in
the mix of laser types sold. In 2001, we sold more lower-priced aesthetic
lasers than in 2000. This is partly due to our distribution arrangement with
McKesson/HBOC which we implemented during the first quarter of 2001. In
addition, we sold fewer higher-priced surgical lasers in 2001 than in 2000.
The Company expects that its revenue mix trend in all geographic markets will
continue to shift toward lower-priced office-based aesthetic lasers through at
least the end of 2001.

Revenues from the sales of instrumentation and disposable supplies increased
during the three and nine months ended September 30, 2001 compared to the
corresponding periods in 2000. The increases during the quarter and
year-to-date are due to increased shipments of scanning devices sold as
accessories to Laserscopes office laser systems, partially offset by lower
shipments of disposable supplies. During the last two years, our laser
equipment sales have trended towards lower-priced office lasers for aesthetic
procedures and away from lasers to be used in the hospital for non-aesthetic
procedures. This trend has resulted in lower sales of disposable supplies.
Office lasers used in aesthetic procedures, although carrying one-time sales of
instrumentation such as scanning devices, generally do not create a stream of
sales of disposable supplies. The Company expects revenues from the sales of
instrumentation and disposable supplies to depend on the Laserscopes ability
to develop and promote surgical procedures that use these products and to
increase its installed base of systems.

Laserscopes service revenues decreased during the three and nine months ended
September 30, 2001 compared to the same periods in 2000 as a result of a
decrease in direct-billing service. Decreased service revenues experienced in
the United States were partly offset by increased service revenues in Europe.
The Company believes that future revenues depend on increases to the installed
base of lasers as well as the acceptance of its service contracts by its
customers.

Gross margin as a percentage of revenues decreased during the quarter and
increased during the nine month period ended September 30, 2001 relative to the
corresponding periods of 2000. The decrease in gross margin percentage for the
quarter is due primarily to lower service margins. The increase in gross
margin percentage for the nine month period is due primarily to a shift towards
Laserscopes higher margin Lyra product as well a shift towards the United
States and away from lower margin international distributors. Laserscope
expects that gross margin as a percentage of revenues for the remainder of 2001
may vary as product and distribution mix varies.

Research and development expenses are the result of activities related to the
development of new laser, instrumentation and disposable products and the
enhancement of Laserscopes existing products. These expenses increased during
the three and nine months ended September 30, 2001 compared to the same periods
in 2000. The increase was driven by product development activity in the United
States on a new laser for treatment of benign prostatic hyperplasia. Since
development of this laser is nearly complete, the Company expects that amounts
spent in research and development will decline in the remainder of the year
relative to the prior quarters level.

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Selling, general and administrative expenses increased during the quarter and
nine months ended September 30, 2001 compared to the corresponding periods in
2000. In the third quarter of 2001, this was due to an increase in sales
commissions as well as sales department travel expenses. In the second quarter
of 2001 this was driven by start-up expenses such as workshops and marketing
material to support the McKesson distribution agreement. Laserscope expects
amounts spent in selling, general and administrative expenses to increase
during the remainder of 2001 as variable selling and marketing expenses
increase.

Liquidity and Capital Resources:

The following table contains selected balance sheet information that serves as
the basis of the discussion of the Companys liquidity and capital resources at
September 30, 2001 and for the nine months then ended (in thousands):

|                          |  |               |        |              |  |   |        | 
|------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                          |  | September 30, |        | December 31,
|                          |  | 2001          |        | 2000        
|                          |  |               |        |             
|Cash and cash equivalents |  | $             | 3,147  |              |  | $ | 2,698  | 
|Total assets              |  | $             | 24,934 |              |  | $ | 24,087 | 
|Total liabilities         |  | $             | 11,649 |              |  | $ | 9,973  | 
|Net working capital       |  | $             | 13,395 |              |  | $ | 14,793 | 

The increase in cash and cash equivalents was due principally to cash generated
by operating and financing activities, partially offset by cash used in
investing activities.

Cash provided by operating activities totaled $1.0 million. This was the
combined result of the following sources: decrease in accounts receivable -
$0.9 million; depreciation and amortization  $0.9 million; increase in
deferred service contract revenue  $0.7 million; increase in accounts payable
and accrued compensation  $0.5 million; and an increase in warranty liability
and royalties payable  $0.4 million. These sources were partially offset by
the following uses: increase in inventory  $1.1 million; net loss  $0.9
million; and an increase in prepaid expenses and deposits   $0.3 million.

Cash used by investing activities consisted of capital expenditures of $0.7
million.

Cash provided by financing activities consisted of increased short-term bank
borrowings  $0.3 million; sale of common stock under stock plans  $0.1
million; and was offset by payments on obligations under capital leases of $0.3
million.

Laserscope has in place an asset-based line of credit that provides for
borrowing up to $5.0 million and expires in September 2002. Credit is extended
based on eligible accounts receivable and inventory. At September 30, 2001, we
had approximately $2.5 million in borrowing base available against borrowings
of $1.0 million outstanding and $1.1 million in letter of credit reserve
requirements. As of September 30, 2001 we were in compliance with all
covenants.

We anticipate that future changes in cash and working capital will be dependent
on a number of factors including:



| |  | our ability to effectively manage inventory and accounts receivable;                                              
| |  | ------------------------------------------------------------------------------------------------------------------
|
| |  | our ability to anticipate and adapt to the changes in our industry such
as new and alternative medical procedures;

-10-



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| |  | our level of profitability;                                                                 
| |  | --------------------------------------------------------------------------------------------
|
| |  | our determination to acquire or invest in products and businesses
complementary to ours; and
|
| |  | the market price for our common stock as it affects the exercise of stock
options.          

We have historically financed acquisitions using our existing cash resources.
While we believe our existing cash resources, including our bank line of
credit, will be sufficient to fund our operating needs for the next twelve
months, additional financing will be required for our currently envisioned
long-term needs.

There can be no assurance that any additional financing will be available on
terms acceptable to us, or at all. In addition, future equity financings could
result in dilution to our shareholders, and future debt financings could result
in certain financial and operational restrictions.

Risk Factors:

Our business, financial condition and results of operations have been, and in
the future may be, affected by a variety of factors, including those set forth
below and elsewhere in this report.

Limited Working Capital; Potential Need to Raise Additional Capital.

Current and anticipated demand for our products as well as procurement and
production affect our need for capital. Changes in these or other factors could
have a material impact on capital requirements and may require us to raise
additional capital.

History of Losses; Uncertain Future Profitability.

There can be no assurance that we can achieve or maintain profitability on a
quarterly basis or at all.

Technological Change; Uncertain New Product Development and Acceptance.

We operate in an industry that is subject to rapid technological change. Our
ability to remain competitive and future operating results will depend upon,
among other things,
our ability to anticipate and respond rapidly to such change by developing,
manufacturing and marketing technologically innovative products in sufficient
quantities at acceptable costs to meet such demand. Without new products and
enhancements, our existing products will likely become technologically
obsolete, which could result in the write-off of inventory as well as
diminished revenues. Therefore, we intend to continue to invest significant
amounts in research and development.

Government Regulation; Uncertainty of Obtaining Regulatory Approval.

Government regulation in the United States and other countries is a significant
factor in the development, manufacturing and marketing of many of our products.
There can be no assurance that the appropriate regulatory agencies will grant
us the clearance to market our future products on a timely basis, or at all.

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Insurance Reimbursement.

Demand for certain of our products depends on government and private insurance
reimbursement of hospitals and physicians for health care costs, including, but
not limited to, reimbursement of capital equipment costs. Reductions or delays
in such insurance coverage or reimbursement may negatively impact hospitals
and physicians decision to purchase our products, adversely affecting our
future sales.

Dependence on Single-Source Suppliers and Certain Third Parties.

Certain of the components used in our laser products, including certain optical
components, are purchased from single sources. While we believe that most of
these components are available from alternate sources, an interruption of these
or other supplies could adversely affect our ability to manufacture lasers.

Competition.

We compete in the non-ophthalmic surgical segment of the worldwide medical
laser market. In this market, lasers are used in hospital operating rooms,
outpatient surgery centers and individual physician offices for a wide variety
of procedures. This market is highly competitive. Our competitors are numerous
and include some of the worlds largest organizations as well as smaller,
highly-specialized firms. We cannot assure that we can compete successfully
against these organizations.

Reliance on Patents and Licenses.

We cannot assure that any patents or licenses that we hold or that may be
issued as a result of our patent applications will provide any competitive
advantages for our products. Nor can we assure that any of the patents that we
now hold or may hold in the future will not be successfully challenged,
invalidated or circumvented in the future. In addition, we cannot assure that
competitors, many of which have substantial resources and have made substantial
investments in competing technologies, will not seek to apply for and obtain
patents that will prevent, limit or interfere with our ability to make, issue,
use and sell our products.

Failure to Attract or Retain Key Personnel Can Adversely Affect Results.

We depend upon the efforts and abilities of a number of current key personnel.
If we are unable to attract and retain key employees it would have a material
adverse effect on our business, financial condition and results of operations.

Fluctuations in Quarterly Operating Results.

A number of factors affect our quarterly financial results including the timing
of shipments and orders. Our laser products are relatively expensive pieces of
medical capital equipment and the precise shipment date of specific units can
have a marked effect on our results of operations on a quarterly basis. Any
delay in product shipments near the end of a quarter could cause our quarterly
results to fall short of anticipated levels. Furthermore, to the extent we
receive orders near the end of a quarter, we may not be able to fulfill the
order during the balance of that same quarter. Moreover, we typically receive
a disproportionate percentage of orders toward the end of each quarter. To the
extent that we do not receive anticipated orders or orders are delayed beyond
the end of the applicable quarter, our results may be adversely affected and
may be unpredictable from quarter to quarter. In addition, because a
significant portion of our revenues in each quarter result from orders received
in that quarter, we base our production, inventory and operating expenditure
levels on anticipated revenue levels. Thus, if sales do not occur when
expected, expenditure levels could be disproportionately high and

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##### Table of Contents



operating results for that quarter and potentially future quarters, would be
adversely affected. We cannot assure that Laserscope will accomplish revenue
growth or profitability on a quarterly or annual basis. Nor can we assure that
revenue growth or profitability will not fluctuate significantly from quarter
to quarter.

Product Liability Risk; Limited Insurance Coverage.

Our business has significant risks of product liability claims. We have
experienced product liability claims from time to time, which we believe are
ordinary for our business. While we cannot predict or determine the outcome of
the actions brought against us, we believe that these actions will not
ultimately have a material adverse impact on Laserscopes financial position or
results of operations.

At present, we maintain product liability insurance on a claims made basis
with coverage of $10.0 million in the aggregate with a deductible of $0.1
million per occurrence and an annual maximum aggregate deductible of $0.5
million. We cannot assure that such insurance coverage will be available to us
in the future at a reasonable cost, if at all. Nor can we assure that other
claims will not be brought against us in excess of our insurance coverage.

Factors Affecting Financial Results and Stock Price.

A number of factors affect our financial results and stock price including, but
not limited to:



| |  | product mix;                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------
|
| |  | competitive pricing pressures;                                                                                        
|
| |  | material costs;                                                                                                       
|
| |  | revenue and expenses related to new products and enhancements to existing
products; and                               
|
| |  | delays in customer purchases in anticipation of new
products or product enhancements by Laserscope or its competitors.

The market price of our common stock may be subject to significant
fluctuations. These fluctuations may be due to factors specific to Laserscope,
such as:



| |  | quarterly fluctuations in our financial results;                                           
| |  | -------------------------------------------------------------------------------------------
|
| |  | changes in analysts estimates of future results;                                          
|
| |  | changes in investors perceptions of our products;                                         
|
| |  | announcement of new or enhanced products by us or our competitors;                         
|
| |  | announcements relating to acquisitions and strategic transactions by us
or our competitors;
|
| |  | general conditions in the medical equipment industry; and                                  
|
| |  | general conditions in the financial markets.                                               

The stock market has from time to time experienced extreme price and volume
fluctuations, particularly among stocks of high technology companies, which, on
occasion, have been unrelated to the operating performance of particular
companies. Factors not directly related to Laserscopes performance, such as
negative industry reports or disappointing earnings announcements by publicly
traded competitors, may have an adverse impact on the market price of our
common stock.

As of October 31, 2001, we had 16,014,877 shares of outstanding common stock.
The sale of a substantial number of shares of common stock or the perception
that such sales could occur, could adversely affect prevailing market prices
for our common stock.

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##### Table of Contents



International Business.

We intend to continue our operations outside of the United States and
potentially to enter additional international markets. These activities
require significant management attention and financial resources and further
subject us to the risks of operating internationally.

Legal Proceedings.

Laserscope is a party to a number of legal proceedings arising in the ordinary
course of business. While it is not feasible to predict or determine the
outcome of the actions brought against us, we believe that the ultimate
resolution of these claims will not have a material adverse effect on
Laserscopes financial position or results of operations.

Interest Rate Risk.

(See Item 3.-Quantitative and Qualitative Disclosures About Market Risk in this
Quarterly Report on Form 10-Q.)

Warranty Obligations.

We have a direct field service organization that provides service for our
products. We generally provide a twelve month warranty on our laser systems.
After the warranty period, maintenance and support is provided on a variety of
service contract bases or on an individual call basis. We also have a 99.0%
Uptime Guarantee on our laser systems. Under provisions of this guarantee, we
extend the term of the related warranty or service contract if specified system
uptime levels are not maintained. Although most systems covered by this
guarantee have achieved a 99.0% uptime rate to date, we cannot assure that we
can maintain such uptime rates in the future.

No Dividends.

We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends on the common stock in the foreseeable future. The
payment of dividends on the common stock will depend on our earnings, financial
condition and other business and economic factors affecting us at such time as
the Board of Directors may consider relevant.

Penny Stock Rules.

Our common stock is traded on the National Association of Securities Dealers
Automated Quotation (NASDAQ) National Market System, which requires that a
company have, among other things, a minimum bid price of $1.00 in order to
qualify for continued listing. If we fail to maintain our listing for our
common stock on the NASDAQ National Market System, and no other exclusion from
the definition of penny stock under the Exchange Act is available, any
brokers engaging in transactions in our securities would be required to provide
their customers with a risk disclosure document, the compensation of the
broker/dealer in the transaction and monthly account statements showing the
market values of our securities held in the customers accounts. The bid and
offer quotations and compensation information must be provided prior to
effecting the transaction and must be contained on the customers confirmation.
If brokers become subject to the penny stock rules when engaging in
transactions in our securities, they would become less willing to engage in
such transactions, thereby making it more difficult for shareholders to dispose
of their shares of Laserscope common stock.

-14-



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##### Table of Contents



Dilution.

Shareholders may experience dilution in the net tangible book value of their
investment upon the exercise of outstanding options and warrants granted under
Laserscopes stock option plans and other options, warrants and outstanding
convertible securities.

Other.

Other risks are detailed from time to time in our press releases and other
public disclosure filings with the United States Securities and Exchange
Commission (SEC), copies of which are available upon request from the
Company.




Item 3. Quantitative and Qualitative Disclosures About Market Risk:

Laserscope is exposed to a variety of risks, including changes in interest
rates affecting the return on its investments, outstanding debt balances and
foreign currency fluctuations. In the normal course of business, the Company
employs established policies and procedures to manage its exposure to
fluctuations in interest rates and foreign currency values.

Interest Rate Risk

Laserscopes exposure to market rate risk for changes in interest rates relates
primarily to our investment and debt portfolios. We have not used derivative
financial instruments in our investment or debt portfolios. We invest our
excess cash in money market funds and commercial paper. Our debt financings
consist of convertible debentures and bank loans requiring either fixed or
variable rate interest payments. Investments in and borrowings under both
fixed-rate and floating-rate interest-earning instruments carry a degree of
interest rate risk. On the investment side, fixed-rate securities may have
their fair market value adversely affected due to a rise in interest rates,
while floating-rate securities may produce less income than expected if
interest rates fall. In addition, our future investment income may fall short
of expectations due to changes in interest rates or we may suffer losses in
principal if forced to sell securities that have declined in market value due
to changes in interest rates. On the debt side, borrowings that require
fixed-rate interest payments require greater than current market rate interest
payments if interest rates fall, while floating rate borrowings may require
greater interest payments if interest rates rise. Additionally, Laserscopes
future interest expense may be greater than expected due to changes in interest
rates.

Foreign Currency Risk

International revenues were 27% and 32% of total revenues in the quarter and
nine months ended September 30, 2001, respectively, compared to 41% and 37%
during the comparable periods in 2000. International sales are made through
international distributors and wholly and majority-owned subsidiaries with
payments to the Company typically denominated in the local currencies of the
United Kingdom and France, and in U.S. dollars in the rest of the world. Our
international business is subject to risks typical of an international
business, including, but not limited to, differing economic conditions, changes
in political climate, differing tax structures, other regulations and
restrictions, and foreign exchange rate volatility. Accordingly, our future
results could be materially adversely affected by changes in these or other
factors. The effect of foreign exchange rate fluctuations on the Company in the
three and nine months ended September 30, 2001 and 2000 was not material, and
we do not engage in hedging transactions for speculative or trading purposes.

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PART II. OTHER INFORMATION




Item 1. Legal Proceedings

The Company is a party to a number of legal proceedings arising in the ordinary
course of business. While it is not feasible to predict or determine the
outcome of the actions brought against it, we believe that the ultimate
resolution of these claims will not have a material adverse effect on our
financial position or results of operations.




Item 2. Changes in Securities

Not applicable.




Item 3. Defaults upon Senior Securities

Not applicable.




Item 4. Submission of Matters to a Vote of Security Holders

Not applicable




Item 5. Other Items

On September 26, 2001 we renewed our line of credit with Silicon Valley Bank.
The renewed line of credit will expire in September 2002. Exhibit 10.11I filed
herewith shows the document in which the renewal was consummated.




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits filed herewith or incorporated herein (numbered
in accordance with Item 601 of Regulation S-K):
| | --- |  | --------------------------------------------------------------------------------------------------------

| |  |         |  |                                                                                                                 
| |  | ------- |  | ----------------------------------------------------------------------------------------------------------------
| |  | Exhibit |  |                                                                                                                 
| |  | Number  |  | Description                                                                                                     
| |  |         |  |                                                                                                                 
| |  | 10.11I  |  | Amendment to Loan and Security Agreement between the Registrant and
Silicon Valley Bank dated September 26, 2001



| | (b) |  | Reports on Form 8-K: Report on Form 8-K (the Form 8-K)
dated September 4, 2001 and filed on September 6, 2001. The Form
8-K announced Laserscopes change in accounting firms from Ernst &
Young LLP to PricewaterhouseCoopers LLP.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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.



| | LASERSCOPE
Registrant
 
/s/ Dennis LaLumandiere
Dennis LaLumandiere
Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 13, 2001

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EXHIBIT INDEX

| |  |         |  |                                                                                                                 
| |  | ------- |  | ----------------------------------------------------------------------------------------------------------------
| |  | Exhibit |  |                                                                                                                 
| |  | Number  |  |                                                                                                                 
| |  |         |  |                                                                                                                 
| |  | 10.11I  |  | Amendment to Loan and Security Agreement between the Registrant and
Silicon Valley Bank dated September 26, 2001

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