UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 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 DECEMBER 30, 2000
-----------------

[ ] 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.)

35 Crosby Drive, Bedford, Massachusetts 01730
------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(781) 999-7300
------------------------------------------------------
(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 __

As of February 2, 2001 15,470,210 shares of the registrant's Common Stock, $.01
par value, were outstanding.

INDEX

Page
----
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets
December 30, 2000 (unaudited) and September 30, 2000................... 3

Consolidated Statements of Operations
Three Months Ended December 30, 2000
and December 25, 1999 (unaudited)...................................... 4

Consolidated Statements of Cash Flows
Three Months Ended December 30, 2000
and December 25, 1999 (unaudited)...................................... 5

Notes to Consolidated Financial Statements............................. 6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................... 11

Item 3. Quantitative and Qualitative Disclosure About Market Risk.......... 14

PART II - OTHER INFORMATION................................................. 15

SIGNATURES.................................................................. 16

HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share data)
ASSETS

December 30, September 30,
2000 2000
------------ -------------
CURRENT ASSETS:
Cash and cash equivalents............................ $ 22,359 $ 22,778
Accounts receivable, less reserves of $8,010 and
$7,923, respectively ................................ 46,158 50,580
Inventories ......................................... 36,218 39,706
Prepaid expenses and other current assets............ 2,687 3,041
-------- --------
Total current assets ................................ 107,422 116,105
-------- --------
PROPERTY AND EQUIPMENT, at cost:
Land ................................................ 12,203 12,203
Buildings and improvements........................... 36,321 35,919
Equipment ........................................... 21,936 21,568
Furniture and fixtures............................... 4,002 3,918
Leasehold improvements............................... 1,113 636
-------- --------
75,575 74,244
Less: Accumulated depreciation and amortization ..... 12,989 11,450
-------- --------
62,586 62,794
-------- --------
INTANGIBLE ASSETS:
Developed technology and know-how.................... 11,505 11,800
Assembled workforce.................................. 2,850 3,000
Goodwill and other intangible assets, net............ 4,314 4,337
-------- --------
18,669 19,137
-------- --------
Deferred Income Taxes, net........................... 16,809 16,809
Other Assets, net.................................... 4,852 4,810
-------- --------
Total assets......................................... $ 210,338 $ 219,655
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

December 30, September 30,
2000 2000
---------- ---------
CURRENT LIABILITIES:
Line of credit....................................... $ 1,630 $ 388
Accounts payable..................................... 15,080 16,414
Accrued expenses..................................... 29,607 32,639
Deferred revenue..................................... 13,801 13,642
-------- --------
Total current liabilities............................ 60,118 63,083
-------- --------

Note Payable......................................... 25,000 25,000
-------- --------

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value-
Authorized - 1,623 shares,
Issued - 0 shares................................... -- --
Common stock, $.01 par value-
Authorized - 30,000 shares
Issued - 15,456 and 15,419 shares, respectively..... 155 154
Capital in excess of par value....................... 110,430 110,233
Retained earnings.................................... 17,056 23,821
Cumulative translation adjustment.................... (1,957) (2,172)
Treasury stock, at cost, 45 shares................... (464) (464)
-------- --------
Total stockholders' equity........................... 125,220 131,572
-------- --------
Total liabilities and stockholders' equity........... $ 210,338 $ 219,655
======== ========

The accompanying notes are an integral part of these consolidated
financial statements.

HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)

Three Months Ended
------------------
December 30, December 25,
2000 1999
-------- --------
REVENUES:
Product sales............................ 44,450 $ 21,072
Other revenues........................... 101 223
------- --------
44,551 21,295
------- --------
COSTS AND EXPENSES:
Cost of product sales.................... 31,280 13,032
Research and development................. 5,983 4,712
Selling and marketing.................... 9,069 5,875
General and administrative............... 5,178 2,968
------- --------
51,510 26,587
------- --------

Loss from operations .................... (6,959) (5,292)

Interest income.......................... 318 853

Other expense............................ (124) (31)
------- --------

Loss before benefit for income taxes .... (6,765) (4,470)

BENEFIT FOR INCOME TAXES ................ -- (1,600)
------- --------
Net loss................................. (6,765) $ (2,870)
======= ========
BASIC AND DILUTED NET LOSS
PER COMMON SHARE ........................ $ (.44) $ (.19)
------- --------

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING ............... 15,387 15,262
======= ========

The accompanying notes are an integral part of these consolidated financial
statements.

HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

Three Months Ended
------------------
December 30, December 25,
----------- -----------

2000 1999
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss......................................................................... $ (6,765) $ (2,870)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities-
Depreciation and amortization.................................................. 2,295 815
Compensation expense related to issuance of common stock....................... 168 27
Changes in assets and liabilities-
Accounts receivable......................................................... 4,349 395
Inventories................................................................. 3,488 (730)
Prepaid expenses and other current assets................................... 354 4,181
Accounts payable............................................................ (1,334) 276
Accrued expenses............................................................ (3,032) 354
Deferred revenue............................................................ 159 1,715
---------- ---------
Net cash (used in) provided by operating activities........................ (318) 4,163
---------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of held-to-maturity investments........................................ -- (6,941)
Sales and maturities of held-to-maturity investments............................. -- 9,226
Purchases of property and equipment.............................................. (1,369) (856)
Increase in other assets......................................................... (220) (5,191)
---------- ---------
Net cash used in investing activities...................................... (1,589) (3,762)
---------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayments) under line of credit..................................... 1,242 (680)
Issuance of common stock pursuant to options and employee stock
purchase plan, including tax benefit............................................ 31 --
---------- ---------
Net cash provided by (used in) financing activities....................... 1,273 (680)
---------- ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH........................................... 215 (136)
---------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (419) (415)
CASH AND CASH EQUIVALENTS, beginning of period.................................... 22,778 36,508
---------- ---------
CASH AND CASH EQUIVALENTS, end of period.......................................... $ 22,359 $ 36,093
========== =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes..................................... $ 2 $ --
========== =========
Cash paid during the period for interest......................................... $ 4 $ 4
========== =========

The accompanying notes are an integral part of these consolidated financial
statements.

HOLOGIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per share data)

(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
30, 2000, included in the Company's Form 10-K as filed with the Securities and
Exchange Commission on December 22, 2000.

The consolidated balance sheet as of December 30, 2000, the
consolidated statements of operations and cash flow for the three months ended
December 30, 2000 and December 25, 1999, 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 months ended December 30, 2000
are not necessarily indicative of the results to be expected for the entire
fiscal year ending September 29, 2001.

(2) ACQUISITION

On September 15, 2000 the Company acquired the U.S. business assets of Trex
Medical Systems Corporation (Trex Medical) in exchange for $30,000 in cash and a
note in the amount of $25,000 at 11.5% per annum that requires the full amount
of principal to be repaid on September 13, 2003.

The aggregate purchase price for Trex Medical was $56,000 which included
approximately $1,000 related to acquisition fees and expenses. The purchase
price is subject to an adjustment based upon the working capital position of the
business as of September 15, 2000.

Unaudited pro forma operating results for the Company, assuming the
Acquisition of Trex Medical occurred on September 26, 1999 are as follows:

Three Months Ended
------------------
December 25,
1999
----

Net sales................................ $ 45,066
Net loss................................. $(14,114)
Basic and diluted net loss per share..... $ (0.92)

(3) INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following:

December 30, September 30,
2000 2000
---- ----
Raw materials and work-in-process............... $23,906 $24,742
Finished goods.................................. 12,312 14,964
------- -------
$36,218 $39,706
======= =======

Work-in-process and finished goods inventories consist of material, labor
and manufacturing overhead.

(4) PATENT ACQUISITION

In 2000 and the first quarter of fiscal 2001, the Company acquired certain
intellectual property to be incorporated into certain of its products for $1,500
and $500, respectively. The intellectual property is being amortized to
operations on a straight-line basis over ten years.

(5) EARNINGS PER SHARE

Diluted weighted average shares outstanding do not include options
outstanding for 3,606 shares as of December 30, 2000, and options outstanding
for 2,570 shares as of December 25, 1999, as their effect would have been anti-
dilutive.

(6) CONCENTRATION OF CREDIT RISK

The Company finances certain sales to Latin America over a two-to-three
year time-frame. At December 30, 2000, the Company had total accounts
receivable outstanding of approximately $3,800 relating to these sales, of which
$564 were long-term and included in other assets. As of December 30, 2000, the
Company has not experienced any significant change in these receivables,
however, the economic and currency related uncertainties in these countries may
increase the likelihood of non-payment.

(7) COMPREHENSIVE LOSS

Statement of Financial Accounting Standards No.130, Reporting Comprehensive
Income established standards for reporting and display of comprehensive loss and
its components in the financial statements. The Company's only item of other
comprehensive loss relates to foreign currency translation adjustments, and is
presented separately on the balance sheet as required.

A reconciliation of comprehensive loss is as follows:

Three Months Ended
------------------
December 30, December 25,
2000 1999
-------- -------
Net loss as reported....................... $(6,765) $(2,870)
Foreign currency translation adjustment.... 215 (43)
------- -------
Comprehensive loss......................... $(6,550) $(2,913)
======= =======

(8) BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

Segment information for the three months ended December 30, 2000 and
December 25, 1999 is as follows:

Three Months Ended
------------------
December 30, December 25,
2000 1999
-------- --------
Total revenues-
Bone Assessment $ 14,777 $ 16,200
Mini C-Arm Imaging 3,763 3,412
Digital Imaging 2,376 1,683
Mammography/General Radiography 23,635 --
-------- --------
$ 44,551 $ 21,295
======== ========
Operating income (loss)-
Bone Assessment $ 939 $ (433)
Mini C-Arm Imaging (56) 234
Digital Imaging (6,170) (5,093)
Mammography/General Radiography (1,672) --
-------- --------
$ (6,959) $ (5,292)
======== ========
Net income (loss)-
Bone Assessment $ 1,417 $ 314
Mini C-Arm Imaging 385 92
Digital Imaging (6,173) (3,276)
Mammography/General Radiography (2,394) --
-------- --------
$ (6,765) $ (2,870)
======== ========
Depreciation and amortization-
Bone Assessment $ 855 $ 674
Mini C-Arm Imaging 62 63
Digital Imaging 350 78
Mammography/General Radiography 1,028 --
-------- --------
$ 2,295 $ 815
======== ========
Capital expenditures-
Bone Assessment $ 342 $ 170
Mini C-Arm Imaging 162 11
Digital Imaging 473 675
Mammography/General Radiography 392 --
-------- --------
$ 1,369 $ 856
======== ========

December 30, September 30,
2000 2000
-------- --------
Identifiable assets-
Bone Assessment $107,785 $110,425
Mini C-Arm Imaging 18,520 17,539
Digital Imaging 6,868 10,038
Mammography/General Radiography 77,165 81,653
-------- --------
$210,338 $219,655
======== ========

Export sales from the United States to unaffiliated customers primarily in
Europe, Asia and Latin America during the three months ended December 30, 2000
totaled approximately $4,834 and for the three months ended December 25, 1999
totaled approximately $5,002.

Transfers between the Company and its European subsidiaries are generally
recorded at amounts similar to the prices paid by unaffiliated foreign dealers.
All intercompany profit is eliminated in consolidation.

Export product sales as a percentage of total product sales are as follows:

Three Months Ended
------------------
December 30, December 25,
2000 1999
---- ----
Europe 14% 29%
Asia 7 6
All others 10 4
-- --
31% 39%
== ==

(9) LITIGATION

In September 1999, Hologic commenced litigation against Fleet Business
Credit Corp. (FBCC), seeking a declaratory judgment with respect to the
parties' respective rights and obligations under a Master Product Financing
Agreement (the Agreement) dated September 25, 1996, as supplemented and amended.
FBCC subsequently commenced a separate action against Hologic in state court in
Illinois to recover damages allegedly arising out of or relating to the
Agreement. Neither Hologic nor FBCC has precisely quantified the alleged
potential liability of Hologic to FBCC and Hologic is vigorously defending
against the claims asserted by FBCC.

In connection with the Trex Medical acquisition, Hologic assumed liability
for a lawsuit filed by Fisher Imaging against Trex Medical alleging that the
Lorad prone biopsy system infringes upon two Fischer Imaging patents, subject to
indemnification from Trex Medical and its parent, Thermo Electron, for any
damages up to our adjusted purchase price for the Trex Medical assets. In
connection with this arrangement, Trex Medical is continuing to defend this
lawsuit and has advised the Company that it believes that it has meritorious
defenses to Fischer's claims. If Trex Medical is unsuccessful in defending this
lawsuit, the Company may be prohibited from manufacturing and selling the prone-
breast biopsy system without a license from Fischer and Fischer could be awarded
significant damages. If a license were required, Hologic cannot assure that it
would be able to obtain one on commercially reasonably terms, if at all.
Moreover, if Fischer were awarded damages, Hologic cannot assure that its
indemnification from Trex Medical and Thermo Electron would be sufficient to
cover the amount of the award.

In the ordinary course of business, the Company is party to other various
types of litigation. The Company believes it has meritorious defenses to all
claims, and, in its opinion, all litigation currently pending or threatened will
not have a material effect on the Company's financial position or results of
operations.

(10) NEW ACCOUNTING PRONOUNCEMENTS

In June 1999, the Financial Accounting Standards Board (FASB) issued SFAS
No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No 133, which defers the effective date
of SFAS No. 133 to all fiscal quarters of all fiscal years beginning after June
15, 2000. SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, issued in June 1998, establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The adoption of
this statement did not have a material impact on the Company's financial
position or results of operations.

Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition, was
issued in December 1999. On March 24, 2000, the SEC deferred implementation of
SAB 101 until the second calendar quarter of 2000, and on June 26, 2000,
implementation was further deferred until the fourth quarter of calendar 2000.
The Company is required to adopt this new accounting principle through a
cumulative charge to the statement of operations, in accordance with Accounting
Principles Board Opinion No. 20, Accounting Changes, no later than the fourth
quarter of fiscal 2001. The Company is still in the process of evaluating the
impact this bulletin will have on the consolidated financial statements.

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

This report contains forward-looking information that involves risks and
uncertainties, including statements about the Company's and its management's
plans, objectives, expectations, beliefs and intentions. Actual results may be
materially different than those anticipated in these forward-looking statements.
Factors that could cause actual results to materially differ include known and
unknown risks, including, without limitation, the Company's ability to integrate
the operations of its acquired businesses successfully; the unproven nature of
the markets for digital X-ray products; the Company's ability to predict
accurately the demand for its products in these emerging markets and to develop
strategies to address these markets successfully; uncertainties inherent in the
development of new products and the enhancement of existing products, including
technical and regulatory risks and delays; the ability of the Company to reduce
losses or obtain financing to sustain its development and commercialization
efforts; the Company's reliance on one or only a limited number of suppliers for
some key components or subassemblies of our products; the Company's dependence
on third party distributors to commercialize its Direct Radiography products;
risks related to the discontinuance of placements of new bone densitometers
under the Company's strategic alliance program, and Hologic's remarketing
obligations and associated litigation under that program; risk relating to
potential unanticipated costs and disruptions associated with the Company's
recent announcement to move its Fluoroscan mini c-arm manufacturing operations
to Massachusetts, technical innovations that could render products marketed or
under development by Hologic obsolete; competition; reimbursement policies for
bone density testing, vertebral fracture assessment and mammography; and
regulatory approval and market acceptance of drug therapies for osteoporosis.
Other factors that could adversely affect the Company's business and prospects
are described in the Company's reports and registration statements filed with
the Securities and Exchange Commission. Our 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 those set
forth above. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any such statements to reflect any
change in the Company's expectations or any change in events, conditions or
circumstances on which any such statement is based.

Revenues. Total revenues for the first quarter of fiscal 2001 increased
109% to $44.6 million from $21.3 million for the first quarter of fiscal 2000.
This increase was primarily due to the addition of revenues of $23.6 million
from sales of mammography and general radiography products acquired from Trex
Medical in September 2000. Revenues in our original businesses of Hologic bone,
FluoroScan c-arm and DRC digital were $20.9 million in the current quarter
compared to $21.3 million in the first quarter of fiscal 2000. This decrease
was due to a decrease in DXA bone densitometer product sales and, to a lesser
extent, a decrease in Sahara product sales in the current quarter. Partially
offsetting these decreases was an increase in revenues from sales of our digital
x-ray products from DRC and, to a lesser extent, an increase in mini c-arm
revenues. The decrease in DXA revenues was a result of a decrease in the total
number of DXA bone densitometer product shipments, especially to Europe,
partially offset by higher unit prices from sales of our Delphi systems. Other
revenues decreased for the current three month period primarily due to a
decrease in additional fee-per-scan revenues and, to a lesser extent, the
elimination of royalties from the license of the Company's technology to Vivid
Technologies, Inc. to develop explosives detection equipment. This license was
fully-paid up by Vivid in January of 2000.

In the first quarter of fiscal 2001, approximately 69% of product sales
were generated in the United States, 14% in Europe and 17% in other
international markets. In the first quarter of fiscal 2000, approximately
61% of product sales were generated in the United States, 29% in Europe and 10%
in other international markets.

We expect that foreign sales in the current fiscal year will continue to
account for a substantial portion of product sales. Continued economic and
currency related uncertainty in a number of foreign countries, especially in
Asia and Latin America, could reduce our future sales to these markets and
impact collections on previous sales.

Costs and Expenses. The cost of product sales increased as a percentage of
product sales to 70% in the first quarter of fiscal 2001 from 62% in the first
quarter of fiscal 2000. These costs increased as a percentage of product sales
primarily due to the lower margin recognized on the mammography and digital
radiography products and to increased manufacturing costs related to DRC, which
has significant fixed manufacturing costs and is operating significantly below
manufacturing capacity. Included in the cost of product sales for Lorad and the
Trex Medical general radiography products is approximately $800,000 for the
impact the fair market write-up of acquired inventory on equipment sold. Absent
Direct Radiography Corp., Lorad and Trex Medical general radiography products,
cost of product sales as a percentage of product sales would have decreased to
approximately 55%. The low sales volume of digital imaging plates systems and
general radiography products resulted in the under absorption of fixed
manufacturing costs.

Research and development expenses increased 27% to $6.0 million (13% of
total revenues) in the current quarter from $4.7 million (22% of total revenues)
in the first quarter of fiscal 2000. This increase was primarily due to the
acquisition of the U.S. assets of Trex Medical which added approximately $2.3
million of research and development expenses in the current quarter partially
offset by a decrease in research and development spending primarily related to
our bone densitometry products. In addition, approximately $2.5 million of the
total related to the development of new digital radiography systems and
detectors in connection with DRC.

Selling and marketing expenses increased 54% to $9.1 million (20% of
product sales) in the current quarter from $5.9 million (28% of product sales)
in the first quarter of fiscal 2000 primarily due to selling and marketing
expenses of $3.8 million related to the mammography and general radiography
products acquired from Trex Medical. This increase was partially offset by a
decrease in sales commissions primarily due to the lower sales volume in the
primary care market in the United States.

General and administrative expenses increased 74% to $5.2 million (12% of
total revenues) in the first quarter of fiscal 2001 compared to $3.0 million
(14% of total revenues) in the first quarter of fiscal 2000. This increase was
primarily due to the addition of approximately $2.5 million of general and
administrative expenses related to the acquired Trex Medical businesses in the
current quarter. As part of our ongoing efforts to streamline operations, we
recently announced that we will be moving our Fluoroscan operations from our
facility in Northbrook, Illinois to our corporate headquarters in Bedford,
Massachusetts. We expect to complete the move in our third fiscal quarter. We
believe that we will incur approximately $500,000 in expenses in the second
quarter in connection with this move and a lesser amount in the following
quarter. Longer term, we believe that the move will result in operating
efficiencies and reduced overhead for the Fluoroscan operations.

Total costs and expenses related to DRC totaled approximately $8.5 million
in the current quarter compared to approximately $6.8 million for the three
months ended December 25, 1999. We expect to continue to incur significant
costs and expenses at DRC for the foreseeable future as efforts are placed on
developing and commercializing our digital radiography systems.

Interest Income. Interest income decreased to $318,000 in the current
quarter from $850,000 in the first quarter of fiscal 2000. This decrease was
due to a lower investment base than in the prior year, primarily due to the use
of cash for the Trex Medical acquisition during fiscal 2000.

Other Expense. In the first quarters of fiscal 2001 and 2000, we incurred
other expenses of approximately $124,000 and $31,000, respectively. In the
current quarter, these expenses are primarily due to interest costs of $712,000
on the $25 million note payable issued in connection with the Trex Medical
acquisition which was partially offset by insurance proceeds received in excess
of cost related to storm damage at FluoroScan in fiscal 2000. In the first
quarter of 2000, these expenses include foreign currency transaction losses and
interest costs on a bank line of credit used by our European subsidiaries to
borrow funds in their local currencies to pay for intercompany sales, thereby
reducing the foreign currency exposure on those transactions. To the extent that
foreign currency exchange rates fluctuate in the future, we may be exposed to
continued financial risk. Although we have established a borrowing line of
credit denominated in the two foreign currencies, the French Franc and the
Belgian Franc, in which the subsidiaries currently conduct business to minimize
this risk, we cannot assure that we will be successful or can fully hedge our
outstanding exposure.

Provision for Income Taxes. In fiscal 2000, we had a benefit for income
taxes as a result of the loss during the period which the Company believes will
be realizable in the future. The effective tax rate for the current quarter
reflects the establishment of a valuation allowance for the tax benefit
associated with losses arising during the quarter. The Company establishes
valuation allowances in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."

LIQUIDITY AND CAPITAL RESOURCES

At December 30, 2000, we had approximately $47.3 million of working capital
and our cash and cash equivalents totaled $22.4 million. Our cash and cash
equivalents balance decreased approximately $400,000 since September 30, 2000 as
the net loss of $6.8 million was partially offset by an increase in cash from
operating activities including non-cash charges for depreciation and
amortization of $2.3 million plus changes in our current assets and liabilities,
which resulted in net cash used in operating activities of $300,000. Cash
provided by operations due to changes in our current assets and liabilities
included decreases in accounts receivable of $4.3 million, inventory of $3.5
million and prepaid expenses and other current assets of $400,000. These
sources of cash were partially offset by decreases in accounts payable of $1.3
million and accrued expenses of $3.0 million. In addition, our cash flows from
other activities included purchases of property and equipment of $1.4 million
and an increase in borrowings under our European line of credit of $1.2 million.

We finance some sales to Latin America over a two-to-three year time-frame.
At December 30, 2000, we had total accounts receivable outstanding of
approximately $3.8 million relating to these sales, of which approximately
$564,000 were long-term and included in other assets. As of December 30, 2000,
we have not experienced any significant write-offs of these receivables,
however, the economic and currency related uncertainties in these countries may
increase the likelihood of non-payment.

In September 2000, we purchased substantially all of the medical imaging
assets of Trex Medical for approximately $30 million in cash and an 11.5%
promissory note in the principal amount of $25 million with accrued interest
first payable on September 13, 2001 and semi-annually thereafter. The entire
principal balance is due on September 13, 2003. The promissory note is secured
by our real property in Danbury, Connecticut and Bedford, Massachusetts.

In connection with a fee-per-scan program offered for our DXA bone
densitometers, we entered into a remarketing agreement whereby we have agreed to
perform certain remarketing activities and to cover certain losses incurred by
the leasing company up to 10% of the total fee-per-scan contracts funded. Under
this strategic alliance program, we installed approximately $60.6 million in
units since 1996. As of December 30, 2000, approximately 20% of these systems
were awaiting remarketing after having been returned, net of remarketed or
converted units. This fee-per-scan program was terminated in February 1999.
The leasing company purchased all the DXA densitometers covered under these
contracts from us. We reserved for potential losses under these contracts
during the fee-per-scan program term by deferring revenue of an amount equal to
10% of the contracts funded. We are in litigation that we initiated with the
leasing company through a

declaratory judgement action regarding the extent of our respective obligations
under this contract. The leasing company is seeking unspecified compensatory
damages and other relief. We believe that we have meritorious defenses and are
vigorously defending ourselves. Nevertheless, litigation can be expensive and
time consuming. While we believe that the outcome will not have a material
adverse effect on our business, we cannot guarantee the outcome of this
litigation. An unfavorable outcome or prolonged litigation could materially harm
our business, results of operations or financial condition.

In connection with our Trex Medical acquisition, we assumed liability for a
lawsuit filed by Fisher Imaging against Trex Medical alleging that the Lorad
prone biopsy system infringes upon two Fischer Imaging patents, subject to
indemnification from Trex Medical and its parent, Thermo Electron Corporation,
for any damages up to our adjusted purchase price for the Trex Medical assets.
In connection with this arrangement, Trex Medical is continuing to defend this
lawsuit. If Trex Medical is unsuccessful in defending this lawsuit, we may be
prohibited from manufacturing and selling the prone-breast biopsy system without
a license from Fischer Imaging and Fischer Imaging could be awarded significant
damages. If a license were required, we cannot assure that we would be able to
obtain one on commercially reasonable terms, if at all. Moreover, if Fischer
Imaging were awarded damages, we cannot assure that our indemnification from
Trex Medical and Thermo Electron would be sufficient to cover the amount of the
award.

Except as set forth above, we do not have any significant capital
commitments. We are working on several projects, with an emphasis on direct
radiography plates and systems. We believe that we may require additional funds
in order to complete the development, conduct clinical trials and achieve
regulatory approvals of our direct radiography and other products under
development over the next several years. Moreover, we may require additional
funds for the working capital to commence the manufacture and marketing of these
new products in commercial quantities, if and when approved or cleared by the
regulatory authorities. As a result, we anticipate that we will be required to
reduce our losses or obtain additional funding to support these efforts. Failure
to obtain such funding could result in the delay or limitation of our ongoing
research and development projects. We are reviewing various alternatives to
obtain additional funding, including the sale and lease-back of one of our owned
facilities, working capital financing and possible strategic alliances to help
support our ongoing research and development costs.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Financial Instruments, Other Financial Instruments, and Derivative
Commodity Instruments. SFAS No. 107, Disclosure of Fair Value of Financial
Instruments, requires disclosure about fair value of financial instruments.
Financial instruments consist of cash equivalents, short and long-term
investments, accounts receivable, accounts payable and debt obligations. The
fair value of these financial instruments approximates their carrying amount.

Primary Market Risk Exposures. Our primary market risk exposures are in
the areas of interest rate risk and foreign currency exchange rate risk. We
incur interest expense on loans made under a line of credit at the Europe
Interbank Offered Rate. At December 30, 2000, our outstanding borrowings under
the line of credit were approximately $1.6 million.

Substantially all of our sales outside the United States are conducted in
U.S. dollar denominated transactions. We operate two European subsidiaries
which incur expenses denominated in local currencies. However, we believe that
these operating expenses will not have a material adverse effect on our
business, results of operations or financial condition.

PART II - OTHER INFORMATION

HOLOGIC, INC. AND SUBSIDIARIES

Item 1. Legal Proceedings.
No material developments.

Item 2. Changes in Securities.
None.

Item 3. Defaults Upon Senior Securities.
None.

Item 4. Submission of Matters to a Vote of Security Holders.
None.

Item 5. Other Information.
None.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits furnished:
(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)

February 12, 2001 /s/ S. David Ellenbogen
- ----------------- --------------------------
Date S. David Ellenbogen
Chairman and Chief Executive Officer

February 12, 2001 /s/ Glenn P. Muir
- ----------------- --------------------
Date Glenn P. Muir
Executive Vice President, Finance and
Treasurer
(Principal Financial Officer)