SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-19386
FISCHER IMAGING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-2756787
(State of incorporation) (I.R.S. Employer Identification No.)
12300 North Grant Street
Denver, Colorado 80241
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 452-6800
Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such filing requirements for the past 90
days. Yes X No
---- ----
Shares Outstanding as of
Title of Class June 30, 1996
- ----------------------------------- -------------------------
Common Stock, $0.01 par value 5,689,810
<PAGE>
FISCHER IMAGING CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 3
Consolidated Statements of Operations -
Three and six months ended June 30, 1996
and July 2, 1995 4
Consolidated Statements of Cash Flows -
Six months ended June 30, 1996 and July 2, 1995 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
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE>
FISCHER IMAGING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share data)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 466 $ 968
Trade accounts receivable, net of allowance for doubtful accounts
of approximately $480 and $449 at June 30, 1996 and
December 31, 1995, respectively 21,552 19,957
Inventories 24,928 20,790
Other current assets 3,604 3,202
------- -------
Total current assets 50,550 44,917
------- -------
PROPERTY AND EQUIPMENT (at cost):
Manufacturing equipment 7,395 7,591
Office equipment and leasehold improvements 4,580 4,789
------- -------
11,975 12,380
Less-Accumulated depreciation and amortization 7,777 8,288
------- -------
Property and equipment, net 4,198 4,092
------- -------
INTANGIBLE ASSETS, net 4,677 4,798
DEFERRED COSTS AND OTHER ASSETS 2,051 1,843
------- -------
Total assets $ 61,476 $ 55,650
======= =======
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Disbursements in transit $ 1,276 $ 1,088
Notes payable and current maturities of long-term debt 7,767 4,344
Trade accounts payable 7,869 8,352
Accrued salaries and wages 2,100 2,192
Other current liabilities 5,036 4,973
------- -------
Total current liabilities 24,048 20,949
LONG-TERM DEBT 258 378
OTHER NONCURRENT LIABILITIES 487 739
------- -------
Total liabilities 24,793 22,066
------- -------
STOCKHOLDERS' INVESTMENT:
Common Stock, $.01 par value, 25,000,000 shares authorized, 5,689,810
and 5,550,691 shares issued and outstanding at June 30, 1996 and
December 31, 1995, respectively 57 56
Series D Convertible Preferred Stock, $.01 par value, 1,333,333 shares
authorized, issued and outstanding at June 30, 1996 and
December 31, 1995; liquidation preference of $10,000,000 13 13
Additional paid-in capital 35,676 34,679
Accumulated earnings (deficit) 993 (1,027)
Cumulative translation adjustment (56) (137)
------- -------
Total stockholders' investment 36,683 33,584
------- -------
Total liabilities and stockholders' investment $ 61,476 $ 55,650
======= =======
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3<PAGE>
FISCHER IMAGING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- ------------------
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
--------- -------- -------- --------
<S> <C> <C> <C> <C>
NET REVENUES $ 21,906 $ 18,065 $ 41,979 $ 34,690
COST OF SALES 13,021 10,686 24,609 21,381
------- ------- ------- -------
Gross profit 8,885 7,379 17,370 13,309
OPERATING EXPENSES:
Research and development 1,745 1,687 3,209 3,352
Selling, marketing and service 4,467 4,051 8,825 7,350
General and administrative 1,142 1,083 2,273 2,224
------- ------- ------- -------
Total operating expenses 7,354 6,821 14,307 12,926
------- ------- ------- -------
EARNINGS FROM OPERATIONS 1,531 558 3,063 383
Interest expense (200) (153) (420) (408)
Other income (expense), net (75) (8) 36 (47)
------- ------- ------- -------
EARNINGS (LOSS) BEFORE INCOME TAXES 1,256 397 2,679 (72)
Provision for income taxes 310 -- 660 --
------- ------- ------- -------
NET EARNINGS (LOSS) $ 946 $ 397 $ 2,019 $ (72)
======= ======= ======= =======
NET EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE $ 0.13 $ 0.07 $ 0.27 $ (0.01)
======= ======= ======= =======
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 7,344 5,734 7,346 5,622
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial
statements.
4<PAGE>
FISCHER IMAGING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------
June 30, July 2,
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ 2,019 $ (72)
--------- --------
Adjustments to reconcile net earnings (loss) to net cash
(used in) provided by operating activities-
Depreciation and amortization 1,177 1,298
Provision for minority interests (36) 43
Other 21 62
Net changes in assets and liabilities-
Increase in trade accounts receivable (1,595) (1,192)
Increase in inventories (4,138) (849)
Increase in other current assets (402) (426)
(Increase) decrease in deferred costs and other assets (208) 9
Increase (decrease) in disbursements in transit 188 (1,211)
(Decrease) increase in trade accounts payable (483) 910
Decrease in accrued salaries and wages (92) (18)
Increase (decrease) in other current liabilities 63 (1,234)
Increase (decrease) in other noncurrent liabilities 116 (113)
--------- --------
Total adjustments (5,389) (2,721)
--------- --------
Net cash used in operating activities (3,370) (2,793)
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (922) (323)
--------- --------
Net cash used in investing activities (922) (323)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 446 102
Proceeds from sale of preferred stock - net 9,521
Net borrowings (repayments) under line of credit agreements 3,713 (5,784)
Repayments of long-term debt (450) (483)
Decrease in cumulative translation adjustment 81 246
--------- --------
Net cash provided by financing activities 3,790 3,602
--------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (502) 486
CASH AND CASH EQUIVALENTS, beginning of period 968 508
--------- --------
CASH AND CASH EQUIVALENTS, end of period $ 466 $ 994
========= ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
5<PAGE>
FISCHER IMAGING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
- ----------
In the opinion of management, the accompanying unaudited consolidated
balance sheets and statements of operations and cash flows contain all
adjustments, consisting only of normal recurring items, necessary to
present fairly the financial position of Fischer Imaging Corporation
(the "Company") at June 30, 1996, its results of operations for the
three and six months ended June 30, 1996 and July 2, 1995 and cash
flows for the six months ended June 30, 1996 and July 2, 1995.
The unaudited consolidated financial statements presented herein have
been prepared in accordance with the instructions to Form 10-Q and do
not include all the information and note disclosures required by
generally accepted accounting principles. The financial statements
should be read in conjunction with the audited financial statements
and notes thereto contained in the Company's latest annual report on
Form 10-K for the year ended December 31, 1995.
2. INVENTORIES
- --------------
Inventories include costs of materials, direct labor and manufacturing
overhead. Inventories are priced at the lower of cost (using
primarily the last-in, first-out ("LIFO") method of valuation) or
market. Writedowns for excess or obsolete inventories are charged to
expense in the period in which conditions giving rise to the
writedowns are first recognized.
Inventories consisted of the following components (in thousands):
June 30, December 31,
1996 1995
---------- -------------
Raw materials $ 13,170 $ 12,040
Work in process and finished goods 12,960 9,952
LIFO valuation adjustment (1,202) (1,202)
-------- --------
Total Inventories $ 24,928 $ 20,790
======== ========
3. OTHER CURRENT LIABILITIES
- -----------------------------
Other current liabilities consisted of the following (in thousands):
June 30, December 31,
1996 1995
---------- -------------
Customer deposits and deferred revenue $ 2,187 $ 2,132
Accrued warranty and installation costs 1,364 1,140
Other 1,485 1,701
------- -------
Total other current liabilities $ 5,036 $ 4,973
======= =======
6<PAGE>
4. NOTES PAYABLE AND LONG-TERM DEBT
- -----------------------------------
Notes payable and long-term debt consisted of the following (in
thousands):
June 30, December 31,
1996 1995
---------- -------------
Notes payable under bank revolving
line of credit agreement $ 6,356 $ 2,643
Promissory notes payable 131 386
Non-competition note payable 859 829
Capitalized lease obligations 610 791
Other 69 73
------- --------
8,025 4,722
Less--Current maturities (7,767) (4,344)
------- --------
Long-term debt $ 258 $ 378
======= ========
The Company currently has a $15.0 million bank revolving line of
credit secured by accounts receivable, inventory and fixed assets.
The line of credit expires on February 1, 1997. Borrowings under the
line of credit are subject to borrowing base restrictions which, as of
June 30, 1996, did not restrict the amount available under the line.
See Note 8 to these unaudited consolidated financial statements and
"Management's Discussion & Analysis - Liquidity and Capital Resources"
for an additional discussion of the Company's line of credit.
5. ISSUANCE OF PREFERRED STOCK
- ------------------------------
During the second quarter of 1995, the Company issued 1,333,333 shares
of Series D Convertible Preferred Stock for $10 million. The
preferred stock is non-voting and not redeemable, bears no stated
dividend, has a $7.50 per share preference upon liquidation and is
convertible into common stock on a one-for-one basis (subject to
customary anti-dilution protection) at the option of the holder.
6. NET EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
- --------------------------------------------------------------
Net earnings (loss) per share is computed based on results of
operations attributable to common stock and the weighted average
number of common and common equivalent shares outstanding during each
of the periods. The preferred shares issued during the second quarter
of 1995 (see Note 5) are treated as common stock equivalents in the
calculation of earnings per share. The Company uses the treasury
stock method for determining the effect of outstanding stock options
on earnings per share.
Earnings per share are calculated by dividing the net earnings by the
weighted average of common and common equivalent shares outstanding
during each of the periods.
7<PAGE>
7. FISCHER MIDWEST MINORITY INTEREST
- -------------------------------------
During the fourth quarter of 1995, the Company reached an agreement in
principle for the acquisition of the 45% minority interest of Fischer
Imaging Midwest, Inc. in exchange for 63,162 shares of the Company's
stock. The Company accounted for this transaction, which closed in
February 1996, as a purchase, acquiring net assets with a net book
value of approximately $331,000 and recording goodwill of
approximately $221,000. As part of the acquisition agreement, the
purchase price may be adjusted based on subsequent realization of
certain working capital assets as of June 1, 1996. The Company placed
10,000 of the shares of Company stock in escrow, pending the outcome
of this potential purchase price adjustment, which is expected to be
completed during the last half of 1996.
8. COMMON STOCK OFFERING (SUBSEQUENT EVENT)
- -------------------------------------------
On June 27, 1996, the Company completed the sale of 1,200,000 shares
of its common stock at $12.00 per share. Proceeds, net of
underwriting discount, of $13,536,000 were received in early July 1996
and were primarily utilized to repay existing indebtedness under the
Company's bank revolving line of credit of approximately $6.4 million.
The remaining proceeds are invested in short-term, investment grade
securities.
8<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of results of operations and financial
condition contains, in addition to historical information,
forward-looking statements which involve risks and uncertainties.
The Company's actual results may differ significantly from the results
discussed in such forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited
to, those discussed below and in the Company's 1995 Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and "Risk Factors" in the
Company's recent Registration Statement on Form S-2, which was
declared effective June 27, 1996.
OVERVIEW
The Company designs, manufactures and markets specialty and general
purpose medical imaging systems for the diagnosis and treatment of
disease. The Company's newest product lines are directed towards
medical specialties in which image-guided, minimally-invasive
therapies are replacing open surgical procedures. These products are
used primarily in the diagnosis and treatment of breast cancer, heart
disease and vascular disease. The Company also designs and
manufactures specialty x-ray imaging components and subsystems for
several leading medical products companies as an OEM and sells general
radiology systems for use in hospitals, clinics and physicians'
offices.
The Company's future profitability will depend on many factors,
including demand for the Company's products and the ability of the
Company to maintain or increase gross margins, control manufacturing
and other costs, implement its marketing and sales strategies in the
United States and internationally, maintain orders under OEM
agreements, renew OEM agreements on favorable terms and develop and
introduce new products that successfully compete.
The Company has experienced and is likely to continue to experience
significant quarterly and annual fluctuations in net revenues,
operating results and net income, depending on such factors as the
timing of large system shipments to customers, the timing of orders
under OEM contracts and related manufacturing and shipment scheduling,
new product introductions and new marketing programs by the Company
and its competitors, delays in contract development projects, the
effect of economic conditions on the Company's markets, the effects of
managed healthcare on capital expenditures and reimbursement,
increases in marketing and research costs in relation to sales,
regulatory clearance of new products, seasonal purchasing patterns of
hospitals and the timing of purchasing decisions by customers.
Additionally, because the timing of the occurrence of such factors is
difficult to anticipate and many of the Company's costs are fixed, the
Company may not be able to sufficiently reduce its costs in periods
when its revenues are less than anticipated and may suffer unexpected
losses or lower income in these periods.
9<PAGE>
The Company is expanding its international sales and marketing
efforts, which can be expected to result in losses from its
international operations until its international revenues reach
sufficient levels. Additionally, the Company's exposure to the risks
of international business, including foreign currency risks, may
increase as its international business grows. The Company attempts to
minimize these risks through measures including, but not limited to,
requiring payments in U.S. dollars and the use of dollar-denominated
letters of credit. There can be no assurance, however, that the
Company will be successful in its international sales efforts or in
minimizing any associated risks.
RESULTS OF OPERATIONS
The following table sets forth the percentage of net revenues
represented by certain data included in the Company's statements of
operations for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- ------------------------
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0% 100.0%
Gross profit 40.6% 40.8% 41.4% 38.4%
Research and development 8.0% 9.3% 7.6% 9.7%
Selling, marketing and service 20.4% 22.4% 21.0% 21.2%
General and administrative 5.2% 6.0% 5.4% 6.4%
Earnings from operations 7.0% 3.1% 7.3% 1.1%
Provision for income taxes 1.4% 0.0% 1.6% 0.0%
Net earnings (loss) 4.3% 2.2% 4.8% (0.2%)
</TABLE>
Net Revenues. Second quarter net revenues were $21,906,000, an
increase of 21.3% from second quarter 1995 net revenues of
$18,065,000. Net revenues for the six months ended June 30, 1996 were
$41,979,000, a 21.0% increase over net revenues of $34,690,000 for the
comparable six month period of 1995. Revenue growth for the three and
six month periods principally reflects expanded OEM shipments (Tilt-C
systems sold through GE Medical Systems and sales of lithotripter
products to Dornier and Storz), as well as increased sales of general
radiography products, sold principally through the domestic dealer
channel, and service revenue improvements. For the three months ended
June 30, 1996, international revenues were higher than the comparable
three months of 1995, although international revenues for the six
months ended June 30, 1996 declined as compared to the comparable six
months of 1995. The decline for the six month period was due
primarily to a large system sale that occurred during the first
quarter of 1995. The Company anticipates a change in its sales mix
over the remainder of the year, as increases in products sold through
the Company's direct and dealer channels are offset by decreases in
sales through the OEM channel.
10<PAGE>
Gross Profit. For the second quarter of 1996, gross profit expressed
as a percentage of net revenues was 40.6%, approximately the same as
the 40.8% for the second quarter of 1995, as the unfavorable effects
of the shift in product mix to lower margin OEM sales was largely
offset by reductions in manufacturing costs and higher absorption of
manufacturing costs associated with increased volumes. For the six
months ended June 30, 1996, gross profit as a percentage of net
revenues was 41.4%, up from 38.4% for the six months ended July 2,
1995. This improvement was due to manufacturing cost reductions and
the higher manufacturing cost absorption associated with higher
volumes, partially offset by the effects of the shift in product mix
to lower margin OEM sales.
Research and Development Expenses. Research and development expenses
for the second quarter of 1996 and 1995 were $1,745,000 and
$1,687,000, respectively. As a percentage of net revenues, second
quarter 1996 and 1995 research and development expenses were 8.0% and
9.3%, respectively. The higher level of research and development
expenses over last year relates primarily to the continuing
development of digital imaging products for mammography. This trend
can be expected to continue. For the six months ended June 30, 1996
and July 2, 1995, research and development expenses were $3,209,000,
or 7.6% of net revenues, and $3,352,000, or 9.7% of net revenues,
respectively. The decline in research and development expenses for
the six months ended June 30, 1996 as compared to the six months ended
July 2, 1995 is primarily attributable to engineering efforts
temporarily assigned to product enhancement and other production
activities during the first quarter of 1996.
Selling, Marketing and Service Expenses. Selling, marketing and
service expenses for the second quarter of 1996 and 1995 were
$4,467,000 and $4,051,000, respectively, or 20.4% and 22.4%,
respectively, of net revenues. The decrease as a percentage of net
revenues reflects reductions in sales through the direct sales
channel, for which the Company incurs commissions, warranty and
installation expenses, as compared to the comparable three months of
1995. For the six months ended June 30, 1996, selling, marketing and
services expenses were $8,825,000, or 21.0% of net revenues, as
compared to $7,350,000, or 21.2% of net revenues, for the comparable
six month period of 1995. As a percentage of net revenues, selling,
marketing and service expenses for the six months ended June 30, 1996
were favorably impacted by lower commissions, warranty and
installation expenses associated with lower sales through the direct
sales channel, offset by higher service expenses as compared to the
comparable six months of 1995. Service expenses were higher in 1996
due to expanded international service activity, as well as a lower
level of completed installation activity in 1996, for which the
service department receives credit against provisions provided at time
of sale.
General and Administrative Expenses. General and administrative
expenses for the second quarter of 1996 and 1995 were essentially
unchanged at $1,142,000 and $1,083,000, respectively. As a
percentage of net revenues, general and administrative expenses
declined from 6.0% to 5.2% from the second quarter of 1995 to the
second quarter of 1996. For the six months ended June 30, 1996,
general and administrative expenses were $2,273,000, or 5.4% of net
revenues, as compared to $2,224,000, or 6.4% of net revenues for the
comparable period of 1995. For both the three and six month periods
ended June 30, 1996, the reduction in general and administrative
expenses as a percentage of net revenues is primarily due to the
change in net revenues, which increased more rapidly than
administrative expenses.
11<PAGE>
Interest Expense. Interest expense for the second quarter of 1996 and
1995 was $200,000 and $153,000, respectively. For the six months ended
June 30, 1996, interest expense was $420,000, as compared to $408,000
for the first six months of 1995. The increase in interest expense is
principally related to changes in outstanding borrowings under the
Company's revolving line of credit and other borrowing arrangements.
Borrowings are primarily a function of working capital requirements,
which have increased as a result of higher revenues and production
requirements.
Net Earnings (Loss). The Company's net earnings for the second
quarter of 1996 was $946,000 as compared to $397,000 for the second
quarter of 1995. For the six months ended June 30, 1996, net earnings
was $2,019,000 as compared to a net loss of $72,000 for the comparable
six month period of 1995. For both the three and six month periods
ended June 30, 1996 net earnings benefited from increased OEM
shipments, and from reductions in and improved absorption of
manufacturing expenses as compared to the comparable periods of 1995.
Operating expenses were reduced as a percentage of net revenues,
further benefiting net earnings. Offsetting these improvements,
income taxes were required to be provided in the three and six month
periods ended June 30, 1996, at an estimated annual effective rate of
25%; whereas, in 1995, due to the cumulative net loss, no income tax
provision was required.
INCOME TAXES
Based upon anticipated earnings for the year, an anticipated reduction
in the valuation allowance on deferred tax assets, and a review of
other factors giving rise to differences between statutory and
effective income tax rates, the Company has estimated its effective
tax rate for the year ended December 31, 1996 to be approximately
25.0% and, accordingly, has provided income taxes in the three and six
month periods ended June 30, 1996 of $310,000 and $660,000,
respectively, against earnings before taxes of $1,256,000 and
$2,679,000, respectively. Because the Company had a net loss for the
six months ended July 2, 1995, the net earnings (loss) for the three
and six month periods ended July 2, 1995 did not include an income tax
provision.
12<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operations for the six months ended June 30, 1996 was
$3.4 million compared to $2.8 million in the same period in 1995. The
increase in cash flows used in operations principally reflects higher
investment in inventories and accounts receivable in 1996, partially
offset by a $2.1 million improvement in net earnings and a reduction
in customer deposits in 1995 which did not reoccur in 1996.
As of June 30, 1996, the Company had $0.5 million in cash and cash
equivalents and working capital of $26.5 million. Currently, the
Company has in place a $15.0 million working capital line of credit,
which is secured by accounts receivable, inventory and fixed assets.
The borrowings under the line of credit are subject to borrowing base
restrictions which, as of June 30, 1996 limited borrowing availability
to approximately $8.6 million beyond actual borrowings as of that date
of $6.4 million. Subsequent to June 30, 1996 the Company received
approximately $13.5 million in proceeds, net of underwriters'
discount, from the sale of 1.2 million shares of its common stock.
These proceeds were primarily utilized to repay existing indebtedness
under the Company's bank revolving line of credit of approximately
$6.4 million. The remaining proceeds are invested in short-term,
investment grade securities.
The Company believes its current level of operations, available
borrowing capacity, and the proceeds from its recently completed
equity financing will be sufficient to fund foreseeable working
capital and capital expenditure needs.
13<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
- -----------------------------------------------------------
The Annual Meeting of Stockholders of Fischer Imaging Corporation was
held on May 23, 1996. At the Meeting, David G. Bragg, M.D. and
Thomas J. Cable were elected as Class II directors for a three-year
term expiring at the 1999 Annual Meeting.
The matters voted upon at the Meeting were (i) the election of the
above noted directors and (ii) a proposal to increase the number of
shares of common stock authorized for issuance under the Company's
1991 Stock Option Plan (the "Stock Option Plan") from 500,000 shares
to 1,250,000 shares. The results of the voting on these matters is
outlined in the following table.
<TABLE>
<CAPTION>
VOTES
VOTES WITHHELD/ VOTES BROKER
PROPOSAL FOR AGAINST ABSTAINED NON-VOTES
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Election of Directors:
David G. Bragg, M.D. 4,532,832 0 158,828 0
Thomas J. Cable 4,532,832 0 158,828 0
Increase in shares authorized for
issuance under the Stock Option Plan 2,247,578 628,573 16,319 1,799,190
</TABLE>
Item 6. Exhibits and Reports on Form 8-K:
- -----------------------------------------
(a) Exhibits
- -------------
Documents filed with this report:
27 Financial Data Schedule
(b) Reports on Form 8-K
- ------------------------
None
14<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996 to be signed on its behalf by the
undersigned thereunto duly authorized.
FISCHER IMAGING CORPORATION
James A. Newcomb
---------------------------
James A. Newcomb
Vice President Finance /
Chief Financial Officer
August 7, 1996
15<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 466
<SECURITIES> 0
<RECEIVABLES> 22,032
<ALLOWANCES> 480
<INVENTORY> 24,928
<CURRENT-ASSETS> 50,550
<PP&E> 11,975
<DEPRECIATION> 7,777
<TOTAL-ASSETS> 61,476
<CURRENT-LIABILITIES> 24,048
<BONDS> 258
0
13
<COMMON> 57
<OTHER-SE> 36,613
<TOTAL-LIABILITY-AND-EQUITY> 61,476
<SALES> 21,906
<TOTAL-REVENUES> 21,906
<CGS> 13,021
<TOTAL-COSTS> 13,021
<OTHER-EXPENSES> 7,354
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 200
<INCOME-PRETAX> 1,256
<INCOME-TAX> 310
<INCOME-CONTINUING> 946
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 946
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
