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 March 29, 1997
-------------
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: 0-18281
-------
Hologic, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-2902449
(State of incorporation) (I.R.S. Employer Identification No.)
590 Lincoln Street, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
(617) 890-2300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 6, 1997, 13,016,841 shares of the registrant's Common Stock, $.01
par value, were outstanding.
HOLOGIC, INC. AND SUBSIDIARIES
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 29, 1997 and September 28, 1996 3
Consolidated Statements of Income
Three and Six Months Ended March 29, 1997
and March 30, 1996 4
Consolidated Statement of Cash Flows
Six Months Ended March 29, 1997
and March 30, 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION 13
SIGNATURES 15
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
March 29, September 28,
1997 1996
CURRENT ASSETS:
Cash and cash equivalents................ $42,579,003 $28,754,023
Short-term investments................... 33,376,294 46,907,728
Accounts receivable, less reserves of
$1,448,000 and $1,360,000, respectively.. 27,586,250 21,735,613
Inventories.............................. 10,782,293 11,122,988
Prepaid expenses and other
current assets......................... 5,567,038 4,513,375
---------- ----------
Total current assets...................... 119,890,878 113,033,727
----------- -----------
PROPERTY AND EQUIPMENT, at cost:
Equipment................................ 5,510,465 4,813,647
Furniture and fixtures................... 1,504,934 1,349,659
Leasehold improvements................... 1,588,194 1,494,936
--------- ----------
8,603,593 7,658,242
Less- Accumulated depreciation
and amortization...................... 4,463,596 3,973,723
--------- ---------
4,139,997 3,684,519
--------- ---------
Other assets, net......................... 11,580,305 6,389,210
---------- ---------
$135,611,180 $123,107,456
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
March 29, September 28,
1997 1996
---------- ------------
CURRENT LIABILITIES:
Line of credit.......................... $ -- $ 2,534,740
Accounts payable........................ 4,350,753 4,025,790
Accrued expenses........................ 11,455,441 7,515,365
Deferred revenue........................ 2,184,930 1,758,871
----------- -----------
Total current liabilities............... 17,991,124 15,834,766
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value-
Authorized - 30,000,000 shares
Issued and outstanding - 13,013,768 and
12,871,274 shares, respectively...... 130,138 128,713
Capital in excess of par value.......... 90,866,625 89,253,570
Retained earnings....................... 27,128,891 18,069,697
Cumulative translation adjustment....... (505,598) (179,290)
------------ -----------
Total stockholders' equity............... 117,620,056 107,272,690
------------ -----------
$135,611,180 $123,107,456
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
1997 1996 1997 1996
REVENUES:
Product sales............... $27,153,104 $21,492,790 $53,428,613 $39,447,607
Other revenues.............. 846,784 801,487 1,681,018 1,538,814
----------- ----------- ---------- -----------
27,999,888 22,294,277 55,109,631 40,986,421
COSTS AND EXPENSES:
Cost of product sales....... 12,448,861 9,948,417 24,403,327 18,333,077
Research and development.... 2,205,646 1,845,267 3,937,086 3,245,003
Selling and marketing....... 4,523,467 3,937,424 9,092,197 7,701,755
General and administrative.. 2,791,206 2,263,689 5,698,647 4,319,232
Litigation expense.......... -- -- -- 797,819
---------- --------- ---------- ----------
21,969,180 17,994,797 43,131,257 34,396,886
---------- ---------- ---------- ----------
Income from operations..... 6,030,708 4,299,480 11,978,374 6,589,535
Interest income............ 1,255,456 653,033 2,332,415 886,441
Other income (expense).... 54,736 (58,612) (61,595) (124,206)
----------- ---------- ---------- -----------
Income before
provision for income taxes. 7,340,900 4,893,901 14,249,194 7,351,770
PROVISION FOR INCOME TAXES.. 2,690,000 1,474,000 5,190,000 2,214,000
---------- --------- ---------- ----------
Net income................ $4,650,900 $3,419,901 $9,059,194 $5,137,770
========== ========== ==========
NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE... $ .34 $ .28 $ .66 $ .45
======== ========== ======= ======
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING................. 13,661,821 12,339,029 13,649,328 11,442,245
========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
March 29, March 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................... $9,059,194 $5,137,770
Adjustments to reconcile net income
to net cash provided by
operating activities-
Depreciation and amortization..... 582,964 382,874
Adjustments for FluoroScan
Imaging Systems, Inc.
pooling of interests from
year-end change (Note 3)...... -- (403,152)
Compensation expense related
to issuance of stock option..... 18,000 79,780
Changes in assets and liabilities-
Accounts receivable............... (6,968,967) (5,528,303)
Inventories....................... 340,695 104,961
Prepaid expenses and
other current assets........... (1,053,620) (302,372)
Accounts payable.................. 328,759 (430,030)
Accrued expenses.................. 4,151,500 1,696,957
Deferred revenue.................. 426,059 465,237
----------- ----------
Net cash provided by
operating activities......... 6,884,584 1,203,722
------------ ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of
held-to-maturity investments...... (7,490,046) --
Sales of
held-to-maturity investments...... 1,330,561 --
Purchases of
available-for-sale investments.... (36,271,422) (5,996,234)
Sales of
available-for-sale investments... 51,800,116 4,356,161
Purchases of
property and equipment........... (945,352) (709,751)
Increase in other assets............ (3,101) (284,495)
----------- ----------
Net cash privded by
(used in)investing activities.. 8,420,756 (2,634,319)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase
in line of credit................. (2,534,740) 183,747
Issuance of Common Stock............ -- 49,282,939
Issuance of common stock pursuant
to options and employee stock
purchase plans ................... 926,141 1,008,831
Tax benefit from stock
option exercises.................. 470,000 1,250,000
---------- ----------
Net cash (used in) provided by
financing activities........ (1,138,599) 51,725,517
------------ ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.. (341,761) 19,011
------------ ----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS..................... 13,824,980 50,313,931
CASH AND CASH EQUIVALENTS,
beginning of period............... 28,754,023 12,886,413
----------- ----------
CASH AND CASH EQUIVALENTS,
end of period.................... $42,579,003 $63,200,344
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the
period for income taxes.......... $ 2,979,310 $ 804,081
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
HOLOGIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The consolidated financial statements of Hologic, Inc. (the Company)
presented herein have been prepared pursuant to the rules of the Securities
and Exchange Commission for quarterly reports on Form 10-Q and do not include
all of the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction with
the consolidated financial statements and notes thereto for the year ended
September 28, 1996, included in the Company's Form 10-K as filed with the
Securities and Exchange Commission on December 27, 1996.
The consolidated balance sheet as of March 29, 1997, the consolidated
statements of income for the three and six months ended March 29, 1997 and
March 30, 1996 and, the consolidated statements of cash flows for the six
months ended March 29, 1997 and March 30, 1996, are unaudited but, in the
opinion of management, include all adjustments (consisting of normal,
recurring adjustments) necessary for a fair presentation of results for these
interim periods.
The results of operations for the three and six months ended March 29,
1997 are not necessarily indicative of the results to be expected for the
entire fiscal year ending September 27, 1997.
(2) Summary of Significant Accounting Policies
The accompanying consolidated financial statements reflect the
application of certain accounting policies described in this and other notes
to the consolidated financial statements.
(a) Inventories: Inventories are stated at the lower of cost (first-
in, first-out) or market and consist of the following:
March 29, September 28,
1997 1996
Raw materials and work-in-process $7,793,071 $8,291,870
Finished goods 2,989,222 2,831,118
---------- ----------
$10,782,293 $11,122,988
Work-in-process and finished goods inventories consist of material,
labor and manufacturing overhead.
(b) Foreign Currency Translation:
Assets and liabilities of the Company's foreign subsidiaries are
translated into U.S. dollars at exchange rates in effect at the end of the
period, and revenues and expenses are translated at the weighted average
exchange rate in effect during the period. Gains and losses from foreign
currency translation are included in the stockholders' equity section under
cumulative translation adjustment. Foreign currency transaction gains and
losses arising primarily from settlement of sales transactions with the
Company's foreign subsidiaries are included in results of operations.
Transaction gains of $83,378 and $1,054 for the three and six months ended
March 29, 1997, respectively, and transaction losses of $23,617 and $45,697
for the three and six months ended March 30, 1996, respectively, are included
in other expense in the accompanying consolidated statements of income.
(3) Acquisition of FluoroScan Imaging Systems, Inc.
On August 29, 1996, the Company acquired all the common stock of
FluoroScan Imaging Systems, Inc. (FluoroScan) in exchange for 1,454,901 shares
of the Company's common stock. FluoroScan is a manufacturer and distributor
of low-intensity, real-time X-ray imaging devices. The merger was accounted
for as a pooling of interests. Accordingly, the Company's financial
statements have been restated to include the results of FluoroScan for all
periods presented. FluoroScan's fiscal year-end has been changed from
December 31 to the last Saturday in September to conform to the Company's
fiscal year-end. Based on the difference in fiscal year-ends, results of
operations for the three months ended December 31, 1995 for FluoroScan have
been included in the consolidated statements of income for both fiscal 1995
and 1996. For the three months ended December 31, 1995, FluoroScan recorded
total revenues of $3,877,968 and net income of $403,152. The accompanying
consolidated statement of cash flows has been adjusted to eliminate this net
income in 1996.
(4) Line of Credit
The Company has an international line of credit with a bank for the
equivalent of $3,000,000, which bears interest at PIBOR plus 1.50%. The
borrowings under this line are denominated in the local currency of its
European subsidiaries and are primarily used by these subsidiaries to settle
intercompany sales.
(5) Significant Customers and Concentration of Credit Risk
In the six months ended March 29, 1997 and March 30, 1996, the Company
had one customer who comprised 10% and 20% of product sales, respectively.
This customer had amounts due to the Company of approximately $3,983,000 at
March 29, 1997, all of which were within the payment terms of the sales.
(6) Patent Litigation
The Company incurred litigation expenses in the first quarter of fiscal
1996 relating primarily to a patent dispute with Lunar Corporation ("Lunar")
and, to a lesser extent, a separate patent dispute with B.V. Optische
Industrie de Oude Delft ("Oldelft"). In November 1995, a definitive settlement
agreement was reached between the Company and Lunar settling all outstanding
disputes relating to x-ray and ultrasound technology. The complaint brought by
Oldelft against the Company was dismissed in December 1995. In April 1996, a
motion for reconsideration filed by Oldelft was dismissed and in May 1996, the
Company and Oldelft settled the matter.
(7) Recent Accounting Pronouncement
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 123 "Accounting for
Stock-Based Compensation," which becomes effective for fiscal years beginning
after December 15, 1995. SFAS No. 123 establishes new financial accounting
and reporting standards for stock-based compensation plans. However, entities
are allowed to elect whether to measure compensation expense for stock-based
compensation under SFAS No. 123 or Accounting Principles Board ("APB") No. 25,
"Accounting for Stock Issued to Employees." The Company has elected to remain
with the accounting under APB Opinion No. 25 and will make the required pro
forma disclosures of net income and earnings per share in its September 27,
1997 financial statements as if the provisions of SFAS No. 123 had been
applied. The potential impact of adopting this standard on the Company's pro
forma disclosures of net income and earnings per share has not been quantified
at this time.
In March 1997, SFAS No. 128 "Earnings Per Share" was issued which
establishes new standards for calculating and presenting earnings per share.
The Company will adopt this new standard in its 1997 financial statements,
which will require the reporting of diluted earnings per share and basic
earnings per share. For the three months ended March 30, 1996 and March 29,
1997 and for the six months ended March 30, 1996 and March 29, 1997, diluted
earnings per share would have been $.28, $.34, $.45 and $.66, respectively.
Basic earnings per share would have been $.31, $.36, $.50, $.70, respectively,
for the same periods.
(8) Rights Agreement
On December 9, 1996, the Board of Directors increased the exercise price
per common share under the Company's Rights Agreement from $15 per share to
$90 per share.
PART I - FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
HOLOGIC, INC. AND SUBSIDIARIES
Results of Operations
The Company's results of operations have and may continue to be subject
to significant quarterly variation. The results for a particular quarter may
vary due to a number of factors, including the overall state of health care
and cost containment efforts, the development status and demand for drug
therapies to treat osteoporosis, the use of mini c-arms in minimally-invasive
surgical procedures, economic conditions in the Company's markets, the timing
of orders, the timing of expenditures in anticipation of future sales, the mix
of products sold by the Company, the introduction of new products and product
enhancements by the Company or its competitors and pricing and other
competitive conditions.
Revenues. Total revenues for the second quarter of fiscal 1997
increased 26% to $27,999,888 from $22,294,277 in the second quarter of fiscal
1996. Total revenues for the current six month period increased 34% to
$55,109,631 from $40,986,421 for the first six months of fiscal 1996. This
increase was primarily due to the increase in the total number of DXA bone
densitometer product shipments in both the Company's domestic and
international markets, particularly in the United States where product sales
for the first half of the year increased 86% over the prior year. There was
also a shift in product sales mix to the Company's latest line of bone
densitometers, the ACCLAIM [trademark] series, which the Company began
shipping in January 1995. The ACCLAIM products have higher average selling
prices than the comparable DXA bone densitometers which they replace. For the
current quarter, sales of the ACCLAIM product accounted for over 87% of
product sales. Other revenues also increased slightly for the current three
and six month periods due to increases in revenue relating to medical data
management services provided to pharmaceutical companies to assist in the
collection and monitoring of clinical trial data and an increase in royalties
from the license of the Company's technology to Vivid Technologies, Inc.
In the first six months of fiscal 1997, approximately 57% of product
sales were generated in the United States, 21% in Europe, 14% in Asia and 8%
in other international markets. In the first six months of fiscal 1996,
approximately 53% of product sales were generated in the United States, 20% in
Europe, 22% in Asia, and 5% in other international markets.
The Company's sales of x-ray bone densitometers reached record levels as
interest in bone diseases, such as osteoporosis, has grown, as new drug
therapies have become available in the United States and other countries to
treat these diseases and as the use of DXA systems to measure bone density has
become more widespread.
Costs and Expenses. The cost of product sales decreased as a percentage
of product sales to 46% in the first three and six months of fiscal 1997,
respectively, from 47% in the first three and six months of fiscal 1996. In
the current quarter and six month period, these costs decreased as a
percentage of product sales primarily due to (i) increased shipments of the
latest family of DXA bone densitometers, the ACCLAIM series, which earns a
better gross margin than the Company's older DXA systems, (ii) a volume
increase in the number of DXA systems sold resulting in certain manufacturing
efficiencies and (iii) an increase in sales by the Company's direct sales
force (primarily in the United States) which results in higher average selling
prices. Partially offsetting these decreases was an increase in costs as a
percentage of product sales relating to the mini c-arm systems.
Research and development expenses increased 20% to $2,205,646 (8% of
total revenues) in the current quarter from $1,845,267 (8% of total revenues)
in the second quarter of fiscal 1996. For the current six month period,
research and development expenses increased 21% to $3,937,086 (7% of total
revenues) from $3,245,003 (8% of total revenues) for the first six months of
1996. The increase in research and development expenses in 1997 is primarily
due to the addition of engineering personnel working on the development of new
products and the funding of Serex, Inc. to develop a biochemical marker strip
test.
Selling and marketing expenses increased 15% to $4,523,467 (17% of
product sales) in the current quarter from $3,937,424 (18% of product sales)
in the second quarter of fiscal 1996. For the current six month period,
selling and marketing expenses increased 18% to $9,092,197 (17% of product
sales) from $7,701,755 (20% of product sales) for the first six months of
1996. The increase in selling and marketing expenses in 1997 is primarily due
to an increase in sales personnel and related expenses, marketing and
promotional costs and increased sales commissions based on the higher sales
volume in areas where commissions are generally paid, particularly in the
United States.
General and administrative expenses increased 23% to $2,791,206 (10% of
total revenues) in the current quarter from $2,263,689 (10% of total
revenues) in the second quarter of fiscal 1996. During the first six months
of fiscal 1997, general and administrative expenses increased 32% to
$5,698,647 (10% of total revenues) from $4,319,232 (11% of total revenues) in
the first six months of 1996. The increase in general and administrative
expenses in fiscal 1997 were primarily due to increased headcount and other
compensation-related expenditures.
Litigation expenses incurred in the first quarter of fiscal 1996 were in
connection with the Company's disputes with Lunar and Oldelft. These disputes
were settled in November 1995 and May 1996, respectively.
Interest Income. Interest income increased to $1,255,456 in the current
quarter from $653,033 in the same quarter of fiscal 1996 and increased to
$2,332,415 in the current six month period from $886,441 in the comparable
period in fiscal 1996 as the Company earned a slightly higher rate of return
on a higher investment base than in the prior year. In January 1996, the
Company received proceeds of approximately $49.2 million from a public sale of
Common Stock which increased the investment base. The Company also received
approximately $8.0 million from the exercise of FluoroScan warrants in July
1996. The Company has invested these proceeds in investment grade corporate
and government securities. In the current quarter, the Company also increased
the number of long-term receivables to Latin American customers resulting in
additional interest income.
Other Income (Expense). The Company recognized other income of $54,736
for the second quarter of fiscal 1997 compared to incurring other expense of
$58,612 in the second quarter of fiscal 1996. For the first six months of
fiscal 1997 and 1996, the Company incurred other expense of $61,595 and
$124,206, respectively. In the current quarter, the other income is primarily
related to foreign currency exchange gains arising from the Company's U.S.
dollar denominated sales transactions to its European subsidiaries partially
offset by interest costs on the line of credit established for use by these
subsidiaries. For the current six month period, these expenses were primarily
attributable to the interest costs on the line of credit. For the second
quarter and for the first six months of fiscal 1996, these expenses were
primarily attributable to the interest costs on the line of credit and, to a
lesser extent, foreign currency exchange losses. The Company's European
subsidiaries utilize the line of credit to borrow funds in their local
currencies to pay for all intercompany sales, thereby reducing the foreign
currency exposure on those transactions. To the extent that foreign currency
exchange rates fluctuate in the future, the Company may be exposed to
continued financial risk. Although the Company has established a borrowing
line denominated in the two foreign currencies (the French Franc and the
Belgian Franc) in which the subsidiaries currently conduct business to
minimize this risk, there can be no assurance that the Company will be
successful or can fully hedge its foreign currency exposure.
Provision for Income Taxes. The Company's effective tax rate was 36% in
the first six months of fiscal 1997 and 30% for the comparable period in
fiscal 1996. The increase in the effective tax rate is primarily due to the
significant increase in U.S. income. The effective tax rate is less than the
combined Federal and state statutory rates due primarily to the favorable
Federal and state tax treatment afforded the Company's foreign sales
corporation and the favorable state tax treatment of certain of the Company's
interest income.
Liquidity and Capital Resources
At March 29, 1997, working capital was approximately $102 million, and
cash, cash equivalents and short-term investments totaled $76 million. The
Company has funded its operations primarily through cash flows from operations
and the issuance of securities. The cash, cash equivalents and short-term
investments balance was unchanged from September 28, 1996 primarily due to
operating activities which included net income of $9.1 million and an increase
in the Company's accrued expenses, which were offset by an increase in
accounts receivable and long-term investments. The increase in accrued
expenses and accounts receivable reflects the increase in the Company's sales
activity. At March 29, 1997, one customer had accounts receivable outstanding
of approximately $4.0 million which were within their payment terms. The
Company finances certain sales to Latin America over a two to three year time
frame. At March 29, 1997, the Company had long-term accounts receivable
outstanding of approximately $2.2 million relating to these sales which were
included in other assets. In the first six months of 1997, the Company
purchased approximately $950,000 of property and equipment, primarily
computers and other equipment associated with the hiring of additional
personnel.
The Company does not currently have any significant capital commitments
and believes that existing sources of liquidity, funds expected to be
generated from operations and a $3.0 million credit line for use by its
European subsidiaries, will provide adequate cash to fund the Company's
anticipated working capital and other cash needs for the foreseeable future.
Recent Accounting Pronouncement
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 123 "Accounting for
Stock-Based Compensation," which becomes effective for fiscal years beginning
after December 15, 1995. SFAS No. 123 establishes new financial accounting
and reporting standards for stock-based compensation plans. However, entities
are allowed to elect whether to measure compensation expense for stock-based
compensation under SFAS No. 123 or Accounting Principles Board ("APB") No. 25,
"Accounting for Stock Issued to Employees." The Company has elected to remain
with the accounting under APB Opinion No. 25 and will make the required pro
forma disclosures of net income and earnings per share in its September 27,
1997 financial statements as if the provisions of SFAS No. 123 had been
applied. The potential impact of adopting this standard on the Company's pro
forma disclosures of net income and earnings per share has not been quantified
at this time.
In March 1997, SFAS No. 128 "Earnings Per Share" was issued which
establishes new standards for calculating and presenting earnings per share.
The Company will adopt this new standard in its 1997 financial statements,
which will require the reporting of diluted earnings per share and basic
earnings per share. For the three months ended March 30, 1996 and March 29,
1997 and for the six months ended March 30, 1996 and March 29, 1997, diluted
earnings per share would have been $.28, $.34, $.45 and $.66, respectively.
Basic earnings per share would have been $.31, $.36, $.50, $.70, respectively,
for the same periods.
PART II - OTHER INFORMATION
HOLOGIC, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings.
No material litigation
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
The Company held its Annual Meeting of Stockholders on February
28, 1997. Approximately 10,331,252 shares or 80% of the Common Stock issued
and outstanding as of the record date, were represented at the meeting in
person or by proxy. Set forth below is a brief description of each matter
voted upon at the meeting and the voting results with respect to each matter.
1. A proposal to elect the following six persons to serve as members of
the Company's Board of Directors for the ensuing year:
Name For Withheld Abstain
S. David Ellenbogen 10,325,083 6,169 0
Irwin Jacobs 10,325,083 6,169 0
William A. Peck 10,324,883 6,369 0
Gerald Segel 10,324,523 6,729 0
Jay A. Stein 10,325,083 6,169 0
Elaine Ullian 10,240,783 90,469 0
2. A proposal to ratify the appointment of Arthur Andersen, LLP as
independent public accountants of the Company.
For: 10,319,313 Against: 4,097 Abstain: 7,842
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished:
(11) Statement Re: Computation of Earnings Per Share.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
None.
HOLOGIC, INC. AND SUBSIDIARIES
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.
Hologic, Inc.
(Registrant)
May 12, 1997 /s/ S. David Ellenbogen
- ------------ ---------------------------
Date S. David Ellenbogen
Chairman and Chief
Executive Officer
May 12, 1997 /s/ Glenn P. Muir
- ------------ ----------------------------
Date Glenn P. Muir
Vice President, Finance
and Treasurer
(Principal Financial and
Chief Accounting Officer)
HOLOGIC, INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
1997 1996 1997 1996
PRIMARY:
Net income.................... $4,650,900 $3,419,901 $9,059,194 $5,137,770
Weighted average common
shares outstanding............ 12,954,462 11,177,429 12,916,793 10,342,771
Common stock equivalents
outstanding pursuant to
the treasury stock method... 707,359 1,161,600 732,535 1,099,474
--------- ---------- ---------- ----------
Primary weighted average
number of common and common
equivalent shares outstanding.. 13,661,821 12,339,029 13,649,328 11,442,245
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Per share amount............... $ .34 $ .28 $ .66 $ .45
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