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 March 27, 1999 -------------- 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.) 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 May 5, 1999 13,415,940 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 27, 1999 and September 26, 1998.............. 3 Consolidated Statements of Operations Three and Six Months Ended March 27, 1999 and March 28, 1998................................. 4 Consolidated Statements of Cash Flows Six Months Ended March 27, 1999 and March 28, 1998................................. 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) (in thousands, except per share data) ASSETS <TABLE> <CAPTION> March 27, September 26, 1999 1998 --------- ------------- <S> <C> <C> CURRENT ASSETS: Cash and cash equivalents.................... $36,582 $48,423 Short-term investments....................... 28,271 27,479 Accounts receivable, less reserves of $2,600 and $2,100, respectively......... 31,703 29,287 Inventories.................................. 19,089 20,438 Prepaid expenses and other current assets.... 6,287 6,221 ------- -------- Total current assets....................... 121,932 131,848 ------- ------- PROPERTY AND EQUIPMENT, at cost: Equipment.................................... 10,065 8,633 Furniture and fixtures....................... 2,963 1,910 Land......................................... 8,502 - Building and improvements.................... 17,307 - Leasehold improvements....................... 609 1,729 Construction in progress..................... - 20,066 ------ ------ 39,446 32,338 Less- Accumulated depreciation and amortization....................... 6,387 6,440 ------ ------ 33,059 25,898 ------ ------ Other assets, net............................. 14,819 14,851 ------- -------- $169,810 $172,597 ======== ======== <CAPTION> LIABILITIES AND STOCKHOLDERS' EQUITY March 27, September 26, 1999 1998 --------- ----------- <S> <C> <C> CURRENT LIABILITIES: Line of credit.............................. $ 1,523 $ 3,799 Accounts payable............................ 6,342 5,497 Accrued expenses............................ 10,602 12,453 Deferred revenue............................ 10,199 10,466 ------- ------- Total current liabilities................ 28,666 32,215 ------- ------- STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value- Authorized - 1,623 Issued and outstanding - none ............ - - Common stock, $.01 par value- Authorized - 30,000 shares Issued - 13,415 and 13,378 shares, respectively..................... 134 134 Capital in excess of par value............. 95,452 95,100 Retained earnings.......................... 47,136 46,187 Cumulative translation adjustment.......... (1,114) (575) Treasury stock, at cost, 45 shares......... (464) (464) -------- ------- Total stockholders' equity............... 141,144 140,382 -------- -------- $169,810 $172,597 ======== ======== </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Six Months Ended March 27, March 28, March 27, March 28, 1999 1998 1999 1998 -------- --------- --------- -------- <S> <C> <C> <C> <C> REVENUES: Product sales................ $18,797 $29,455 $42,711 $54,594 Other revenues............... 565 742 1,285 1,724 ------ ------- ------- ------- 19,362 30,197 43,996 56,318 ------ ------- ------ ------- COSTS AND EXPENSES: Cost of product sales........ 11,533 14,662 24,324 27,402 Research and development..... 2,643 2,506 5,101 4,845 Selling and marketing........ 4,711 7,840 9,970 14,589 General and administrative... 2,877 2,282 5,047 4,577 ------- ------ ------ ------ 21,764 27,290 44,442 51,413 ------- ------ ------ ------ (Loss) income from operations......... (2,402) 2,907 (446) 4,905 Interest income.............. 991 1,476 2,244 2,781 Other expense................ (297) (113) (329) (203) ------- ------ ------ ------ (Loss) income before (benefit) provision for income taxes.......... (1,708) 4,270 1,469 7,483 (BENEFIT) PROVISION FOR INCOME TAXES............ ( 620) 1,550 520 2,700 ------- ----- ----- ----- Net (loss) income......... $(1,088) $2,720 $ 949 $4,783 ======== ====== ====== ====== NET (LOSS) INCOME PER COMMON AND COMMON EQUIVALENT SHARE: Basic earnings per share.. $ (.08) $ .21 $ .07 $ .36 ========= ======= ====== ====== Diluted earnings per share. $ (.08) $ .20 $ .07 $ .35 ======== ====== ====== ======= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING..... 13,365 13,197 13,353 13,165 ====== ====== ====== ====== WEIGHTED AVERAGE NUMBER OF COMMON AND DILUTIVE POTENTIAL COMMON SHARES OUTSTANDING..... 13,365 13,759 13,628 13,774 ====== ====== ====== ====== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. HOLOGIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) <TABLE> <CAPTION> Six Months Ended ---------------- March 27, March 28, 1999 1998 -------- --------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income....................................... $949 $4,783 Adjustments to reconcile net income to net cash (used in) provided by operating activities- Depreciation and amortization................. 1,248 756 Compensation expense related to issuance of stock options.................. 126 138 Changes in assets and liabilities- Accounts receivable......................... (1,434) (733) Inventories................................. 1,350 (5,237) Prepaid expenses and other current assets... (30) 320 Accounts payable............................ 845 1,074 Accrued expenses............................ (1,849) 1,365 Deferred revenue............................ (267) 4,965 ------ ------ Net cash provided by operating activities..................... 936 7,431 ------- ----- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of held-to-maturity investments......... (19,517) (41,645) Sales of held-to-maturity investments............ 17,183 50,095 Purchases of property and equipment.............. (8,069) (1,079) Decrease (increase) in other assets.............. 256 (1,124) ------ ------- Net cash (used in) provided by investing activities..................... (10,147) 6,247 -------- ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net (decrease) increase in line of credit........ (2,276) 698 Issuance of common stock pursuant to options and employee stock purchase plans................ 159 1,058 Tax benefit from stock option exercises.......... 38 340 ------ ----- Net cash (used in) provided by financing activities.................... (2,079) 2,096 ------- ------ EFFECT OF EXCHANGE RATE CHANGES ON CASH............ (551) (207) ------- ------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................. (11,841) 15,565 CASH AND CASH EQUIVALENTS, beginning of period..... 48,423 28,092 -------- ------ CASH AND CASH EQUIVALENTS, end of period........... $36,582 $43,657 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for income taxes..... $356 $ 1,922 ==== ======= Cash paid during the period for interest......... $80 $71 == === </TABLE> 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 26, 1998, included in the Company's Form 10-K as filed with the Securities and Exchange Commission on December 23, 1998. The consolidated balance sheet as of March 27, 1999, the consolidated statements of operations for the three and six months ended March 27, 1999 and March 28, 1998 and the consolidated statements of cash flows for the six months ended March 27, 1999 and March 28, 1998, 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 28, 1999 are not necessarily indicative of the results to be expected for the entire fiscal year ending September 25, 1999. (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 27, September 26, 1999 1998 --------- ----------- (in thousands) Raw materials and work-in-process........ $11,680 $13,859 Finished goods........................... 7,409 6,579 ------- ------- $19,089 $20,438 ======= ======= Work-in-process and finished goods inventories consist of material, labor and manufacturing overhead. (b) Earnings Per Share: A reconciliation of basic and dilutive share amounts are as follows: <TABLE> <CAPTION> Three Months Ended Six Months Ended March 27, March 28, March 27, March 28, 1999 1998 1999 1998 --------- --------- --------- -------- (in thousands) <S> <C> <C> <C> <C> Weighted average common shares outstanding............. 13,365 13,197 13,353 13,165 Common stock equivalents outstanding pursuant to the treasury stock method.......... -- 562 275 609 ------- ------- ------ ------ Weighted average number of common and dilutive potential common shares outstanding...... 13,365 13,759 13,628 13,774 ====== ====== ====== ====== </TABLE> Anti-dilutive shares of 1,173 and 799 for the three and six months ended March 27, 1999, respectively, and 426 and 305 for the three and six months ended March 28, 1998, respectively, have been excluded from the weighted average number of common and dilutive potential common shares outstanding. (3) Line of Credit The Company has an international line of credit with a bank for the equivalent of $3.0 million, 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. (4) Concentration of Credit Risk The Company sells certain of its systems to a leasing company, which in turn leases the systems to third parties. The leasing company accounted for 9% and 38% of product sales in the six months ended March 27, 1999 and March 28, 1998, respectively. The Company finances certain sales to Latin America over a two-to-three year time-frame. At March 27, 1999, the Company had total accounts receivable outstanding of approximately $7.7 million relating to these sales, of which $1.9 million were long-term and included in other assets. As of March 27, 1999, 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. As a result, the Company increased its bad debt reserve in the second quarter of fiscal 1999. (5) Recent Accounting Pronouncements In July 1997, the FASB issued Statement of Financial Accounting Standards ("SFAS No. 131") , Disclosures About Segments of an Enterprise and Related Information. SFAS No. 131 requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise, as defined. SFAS No. 131 is effective for fiscal years beginning after December 15, 1997. Unless impracticable, companies would be required to disclose similar prior period information upon adoption. The Company will adopt this statement in their fiscal 1999 year-end financial statements. In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments investments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. The Company does not expect the adoption of this statement to have a material impact on its consolidated financial position or results of operations. (6) Land, Building and Improvements In fiscal 1998, the Company purchased a 200,000 square foot building for approximately $20 million in cash, and has incurred approximately $5 million for renovations. The Company moved its headquarters and manufacturing into this facility on January 25, 1999. The Company began to amortize the cost of the building straight-line over 40 years in the second quarter of fiscal 1999. (7) Comprehensive (Loss) Income The Company adopted SFAS 130, Reporting Comprehensive Income, effective September 27, 1998. SFAS 130 established standards for reporting and display of comprehensive income and its components in the financial statements. The Company's only item of other comprehensive income relates to foreign currency translation adjustments, and is presented separately on the balance sheet as required. A reconciliation of comprehensive (loss) income is as follows: <TABLE> <CAPTION> Three Months Ended Six Months Ended ------------------ -------------------- March 27, March 28, March 27, March 28, 1999 1998 1999 1998 -------- --------- -------- --------- <S> <C> <C> <C> <C> (in thousands) Net (loss) income as reported...... $(1,088) $2,720 $949 $4,783 Foreign currency translation adjustment..................... (530) (165) (539) (208) -------- ------- ---- ------- Comprehensive (loss) income........ $(1,618) $2,555 $410 $4,575 ======== ====== ===== ====== </TABLE> (8) Subsequent Event - Purchase and Sale Agreement On April 28, 1999, Hologic signed a purchase and sale agreement to acquire Delaware-based Direct Radiography Corporation ("DRC"), a wholly-owned subsidiary of Sterling Diagnostic Imaging, Inc. Under the terms of the agreement, Hologic will purchase DRC for approximately $30 million, comprised of $10 million in cash and 2.5 million shares of Hologic common stock. In addition, Hologic may be required to pay additional monies if the market value of the Company's common stock issued pursuant to the terms of this agreement falls below $20 million. The closing of this acquisition is subject to satisfaction of certain terms and conditions. DRC manufactures digital X-ray systems for medical imaging and non-destructive testing applications. Hologic will use the purchase accounting method to account for the acquisition of DRC. 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 Company's proposed acquisition of Direct Radiography Corp. ("DRC"), the introduction of new products or product enhancements by the Company or its competitors, the timing of FDA approvals or clearances for such introductions, the overall state of health care and cost containment efforts, the development status and demand for drug therapies to treat osteoporosis, the status and amount of reimbursement for approved procedures, the use of mini c-arms in minimally-invasive surgical procedures, the availability of financing alternatives, including fee-per-scan programs, for the Company's products, dependence on Physician Sales and Service, Inc. to broaden the sales of the Company's product to the primary care market, 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, and pricing and other competitive conditions. Revenues. Total revenues for the second quarter of fiscal 1999 decreased 36% to $19.4 million from $30.2 million in the second quarter of fiscal 1998. Total revenues for the current six month period decreased 22% to $44.0 million from $56.3 million for the first six months of fiscal 1998. These decreases were primarily due to a decrease in the total number of domestic DXA bone densitometer product shipments, especially to the primary care market including strategic alliance sales to a leasing company. The decrease in DXA sales was partially offset by an increase in the number of mini c-arm and Sahara (the Company's ultrasound bone sonometer) product sales in both the current quarter and current six month periods. The increase in sales of mini c-arms were primarily from the Company's recently introduced Premier system. Sahara sales increased in the current quarter due primarily to sales in the United States, where the Company received marketing clearance from the FDA in March 1998. The Company did not have marketing clearance for Sahara until late in the second quarter of fiscal 1998. Other revenues decreased for the current three month period, as compared to the same period of the previous year, primarily due to a decrease in royalties from the license of the Company's technology to Vivid Technologies, Inc. Other revenues decreased for the current six month period due to a decrease in royalties from the license of the Company's technology to Vivid Technologies, Inc. and a decrease in revenues received under a development agreement for a biochemical marker strip test. Partially offsetting these decreases was an increase in additional fee-per-scan revenues. Total revenues for the second quarter of fiscal 1999 decreased 21% from $24.6 million in the immediately preceding quarter primarily due to (i) a decrease in the number of DXA systems sold in the United States (ii) a decrease in the number of mini c-arms sold and (iii) a decrease in Sahara product sales. In the first six months of fiscal 1999, approximately 62% of product sales were generated in the United States, 24% in Europe, 8% in Asia, and 6% in other international markets. In the first six months of fiscal 1998, approximately 71% of product sales were generated in the United States, 18% in Europe, 7% in other international markets, and 4% in Asia. Costs and Expenses. The cost of product sales increased as a percentage of product sales to 61% in the current quarter from 50% in the same quarter of fiscal 1998. The cost of product sales increased as a percentage of product sales to 57% in the current six month period of fiscal 1999 from 50% in the same six month period of fiscal 1998. In the current quarter and six month periods, these costs increased as a percentage of product sales primarily due to a decrease of approximately 50% in the number of DXA bone densitometers sold and, to a lesser extent, lower average selling prices. The reduction in DXA sales volume resulted in the under absorption of fixed manufacturing costs. Research and development expenses increased 5% to $2.6 million (14% of total revenues) in the current quarter from $2.5 million (8% of total revenues) in the second quarter of fiscal 1998. For the current six month period, research and development expenses increased 5% to $5.1 million (12% of total revenues) from $4.8 million (9% of total revenues) for the first six months of 1998. The increase in research and development expenses in 1999 is primarily due to the addition of engineering personnel and outside consultants working on the development of new products and product enhancements. Selling and marketing expenses decreased 40% to $4.7 million (25% of product sales) in the current quarter from $7.8 million (27% of product sales) in the second quarter of fiscal 1998. For the current six month period, selling and marketing expenses decreased 32% to $10 million (23% of product sales) from $14.6 million (27% of product sales) for the first six months of 1998. The decrease in selling and marketing expenses in 1999 is primarily due to a decrease in sales commissions paid to PSS based on the lower sales volume in the primary care market in the United States. General and administrative expenses increased 26% to $2.9 million (15% of total revenues) in the current quarter from $2.3 million (8% of total revenues) in the second quarter of fiscal 1998. During the first six months of fiscal 1999, general and administrative expenses increased 10% to $5 million (11% of total revenues) from $4.6 million (8% of total revenues) in the first six months of 1998. These increases in general and administrative expenses in fiscal 1999 were primarily due to an increase in the accounts receivable reserve related to the Company's foreign receivables, especially in Brazil. In April 1999, Company implemented a cost-reduction strategy in an effort to reduce operating expenses. The Company reduced its U.S. workforce by approximately 10% through attrition and a corporate downsizing. A strategy to streamline operations and reduce discretionary spending for its existing business was also implemented. The Company expects that the severance expenses incurred in connection with the downsizing will be offset by the cost savings achieved through the reduction in decretionary spending in the third quarter of fiscal 1999. Additionally, the Company may incur additional expenses in the third quarter relating to the proposed acquisition of DRC. Interest Income. Interest income decreased to $991,000 in the current quarter from $1.5 million in the same quarter of fiscal 1998 and decreased to $2.2 million in the current six month period from $2.8 million in the comparable period in fiscal 1998 as the Company held a lower investment base than in the prior year, due to the Company's use of funds to purchase a new facility. Other Expense. The Company incurred other expense of $297,000 and $113,000 for the second quarter of fiscal 1999 and 1998, respectively. For the first six months of fiscal 1999 and 1998, the Company incurred other expense of $329,000 and $203,000 respectively. In the current quarter and six month periods, these expenses include interest costs on the line of credit established for use by the Company's European subsidiaries to borrow funds in their local currencies to pay for intercompany sales, thereby reducing the foreign currency exposure on those transactions and to foreign currency transaction losses. For the second quarter and first six months of fiscal 1998, these expenses were primarily attributable to the interest costs on the line of credit and, to a lesser extent, to foreign currency transaction losses. 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 outstanding exposure. Provision for Income Taxes. The Company's effective tax rate was approximately 35% and 36% in the first six months of fiscal 1999 and 1998, respectively. 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 27, 1999, working capital was approximately $93 million, and cash, cash equivalents and short-term investments totaled $65 million. The cash, cash equivalents and short-term investments balance decreased approximately $11 million from September 26, 1998 primarily due to payments for facility renovations and payments against the European line of credit. The Company finances certain sales to Latin America over a two-to-three year time-frame. At March 27, 1999, the Company had total accounts receivable outstanding of approximately $7.7 million relating to these sales, of which $1.9 million were long-term and included in other assets. As of March 27, 1999, 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. As a result, the Company increased it's bad debt reserve in the second quarter. In the first six months of 1999, the Company purchased approximately $8.1 million of property and equipment, which consisted primarily of building improvements, furniture and fixtures for the new building and, to a lesser extent, computers. The Company purchased this 200,000 square foot building for approximately $20 million in cash in fiscal 1998 and moved its headquarters into this facility on January 25, 1999. On April 28, 1999, the Company signed a purchase and sale agreement to acquire DRC. DRC is a development stage company that manufactures digital X-ray systems for medical imaging and non- destructive testing applications. In connection with the acquisition, the Company expects to incur monthly expenditures of approximately $1-1.5 million to fund DRC's ongoing operations and commercialization of its products until meaningful revenue is achieved. Under the terms of the agreement, Hologic will purchase DRC for approximately $30 million, comprised of $10 million in cash and 2.5 million shares of Hologic common stock. In addition, Hologic may be required to pay additional monies if the market value of the Company's common stock issued pursuant to the terms of this agreement falls below $20 million. The closing of this acquisition is subject to satisfaction of certain terms and conditions. Except as set forth above, the Company does not have any significant capital commitments. The Company believes that existing sources of liquidity will provide adequate cash to fund the Company's anticipated working capital and other cash needs for the foreseeable future. Year 2000 Readiness Disclosure The year 2000 (Y2K) issue is the potential for system and processing failure of date-related data and the result of computer- controlled systems using two digits rather than four to define the applicable year. For example, computer programs that have date- sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. Systems that do not properly recognize date- sensitive information when the year changes to 2000 could generate system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices or engage in similar ordinary business activities. The Company has defined Y2K compliance as the ability for the Company, its products and suppliers to continue normal business activities in the year 2000 and beyond. The Company is evaluating the Y2K issue with respect to its financial and management information systems, its products and its suppliers. At this point in its assessment, the Company is not currently aware of any Y2K problems that are reasonably likely to have a material effect on the Company's business, results of operations or financial condition, without taking into account the Company's efforts to avoid such problems. The Company is completing its review of its management and information systems for Y2K compliance and has identified other application software and hardware which must be upgraded to become Y2K compliant. The Company believes that its accounting and information systems are currently compliant as a result of installing an upgrade version of the software made available through the annual maintenance contract. However, the Company uses other application hardware and software which may not be Y2K complaint. Most upgrades for these programs are also available as part of an annual maintenance program. The Company believes that it already has and installed most of the necessary upgrades for these programs or that the upgrades for the programs are otherwise available without material expenditure by the Company. The Company anticipates that it will be able to complete, test and implement all upgrades of this software that may be material to its business on a timely basis. There is a risk that, notwithstanding its internal review, if the Company has not properly identified all year 2000 compliance issues with respect to its management and information systems, the Company may not be able to implement all necessary changes to these systems on a timely basis and within budget. Such a failure could result in a material disruption to the Company's business, including the inability to track and fill orders on a timely basis, which could have a material adverse effect on its business, results of operations and financial condition. The Company has evaluated its DXA products in production and they are currently Y2K compliant as of the end of January 1999. The Company has also identified certain older models of its DXA products that will need computer hardware upgrades to become Y2K compliant. The Company plans to make this software available, at the Company's expense, to its customers by the end of May 1999 as this software is currently in beta testing. These costs are not expected to be material. The Company believes that its Sahara ultrasound bone sonometer is currently Y2K compliant. The Company is also exposed to the risk that it could experience material shipment delays from its major component suppliers or material sales delays from its major customers due to year 2000 issues relating either to their management information or production systems. The Company has inquired of these suppliers in an attempt to ascertain their year 2000 readiness. At this time, the Company is unable to estimate the nature or extent of any potential adverse impact resulting from the failure of third parties, such as its suppliers and customers, to achieve year 2000 compliance. Moreover, such third parties, even if year 2000 compliant, could experience difficulties resulting from year 2000 issues that may affect their suppliers, service providers and customers. As a result, although the Company does not currently anticipate that it will experience any material shipment delays from their major product suppliers or any material sales delays from its major customers due to year 2000 issues, these third parties could experience year 2000 problems that could have a material adverse effect on the Company's business, results of operations and financial condition. Apart from its activities described above, the Company does not have and does not plan to develop a contingency plan to address Y2K issues. Should any unanticipated significant Y2K issues arise, the Company's failure to implement such a contingency plan could have a material adverse affect on its business, financial condition and results of operations. To the extent that the Company does not identify any material non- compliant year 2000 issues affecting the Company or third parties, such as the Company's suppliers, service providers and customers, the most reasonably likely worst case year 2000 scenario is a systemic failure beyond the control of the Company, such as a prolonged telecommunications or electrical failure, or a general disruption in United States or global business activities that could result in a significant economic downturn. The Company believes that the primary business risks, in the event of such failure or other disruption, would include but not be limited to, loss of customers or orders, increased operating costs, inability to obtain inventory on a timely basis, disruptions in product shipments, or other business interruptions of a material nature, as well as claims of mismanagement, misrepresentation, or breach of contract, any of which could have a material adverse effect on the Company's business, results of operations and financial condition. Item 3. Quantitative and Qualitative Disclosure About Market Risk. Not applicable. 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 23, 1999 and adjourned the meeting until March 9, 1999 for the purpose of voting on proposal 2. At the February 23rd meeting, a total of 11,258,486 shares or 84% 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 meetings and the voting results with respect to each matter. 1. A proposal to elect the following seven persons to serve as members of the Company's Board of Directors for the ensuing year and until their successors are duly elected: Name For Withheld Abstain ------------------- ---------- -------- ------- S. David Ellenbogen 11,150,034 108,452 0 Irwin Jacobs 11,148,572 109,914 0 Steve L. Nakashige 11,148,012 110,474 0 William A. Peck 11,150,034 108,452 0 Gerald Segel 11,148,341 110,145 0 Jay A. Stein 11,150,034 108,452 0 Elaine Ullian 11,150,034 108,452 0 2. A proposal to approve the Company's 1999 Equity Incentive Plan. For: 5,291,707 Against: 4,373,001 Abstain: 43,229 3. A proposal to ratify the appointment of Arthur Andersen, LLP as independent public accountants of the Company. For: 11,182,460 Against: 54,337 Abstain: 21,198 Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits furnished: (10) Hologic, Inc. Amended and Restated 1999 Equity Incentive Plan (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 11, 1999 /s/ S. David Ellenbogen - ------------ ------------------------ Date S. David Ellenbogen Chairman and Chief Executive Officer May 11, 1999 /s/ Glenn P. Muir - ------------ -------------------------- Date Glenn P. Muir Vice President, Finance and Treasurer (Principal Financial and Chief Accounting Officer)