<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Quarter Ended April 2, 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 0-19386
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
---- ----
The number of shares of Registrants's Common Stock outstanding as of April 2,
2000 was 7,073,000.
<PAGE>
FISCHER IMAGING CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
----
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets --
April 2, 2000 and December 31, 1999 3
Consolidated Statements of Operations--
Three months ended April 2, 2000 and April 4, 1999 4
Consolidated Statements of Cash Flows--
Three months ended April 2, 2000 and April 4, 1999 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 Disclosures
About Market Risk 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Changes in Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
<PAGE>
FISCHER IMAGING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
April 2, December 31,
2000 1999
---- ----
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 1,165 $ 1,056
Trade accounts receivable, net of allowance for doubtful
accounts of approximately $1,806 and $1,741 at April 2, 2000
and December 31, 1999, respectively 16,897 15,897
Inventories 14,387 15,064
Prepaid expenses and other current assets 561 912
------- -------
Total current assets 33,010 32,929
------- -------
PROPERTY AND EQUIPMENT
Manufacturing equipment 9,386 9,641
Office equipment and leasehold improvements 6,045 5,963
------- -------
15,431 15,604
Less- Accumulated depreciation and amortization 11,906 11,730
------- -------
Property and equipment, net 3,525 3,874
------- -------
INTANGIBLE ASSETS, net 2,259 2,399
DEFERRED COSTS AND OTHER ASSETS 1,701 1,807
------- -------
TOTAL ASSETS $40,495 $41,009
======= =======
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES
Notes payable and current maturities of long-term debt $ 5,190 $ 6,031
Trade accounts payable 4,082 3,671
Accrued salaries and wages 1,611 1,792
Customer deposits 1,233 1,289
Accrued warranty and installation costs 1,533 1,672
Deferred service revenue 1,187 1,156
Accrued sales, property and other state and local taxes 555 636
Other current liabilities 1,822 1,943
------- -------
Total current liabilities 17,213 18,190
LONG-TERM DEBT 1,123 1,103
------- -------
TOTAL LIABILITIES 18,336 19,293
------- -------
STOCKHOLDERS' INVESTMENT
Common Stock, $.01 par value, 25,000,000 shares authorized,
7,073,242 and 7,028,855 shares issued and outstanding at
April 2, 2000 and December 31, 1999, respectively 71 70
Preferred Stock, 5,000,000 shares authorized:
Series C Junior Participating Preferred Stock, $.01 par value,
500,000 shares authorized, no shares issued and outstanding -- --
Series D Convertible Preferred Stock, $.01 par value, 506,667
shares authorized, issued and outstanding at April 2, 2000
and December 31, 1999, respectively; liquidation preference
of $3.8 million at April 2, 2000 and
December 31, 1999, respectively (Note 5) 5 5
Additional paid-in capital 43,351 43,264
Accumulated deficit (21,451) (21,802)
Accumulated other comprehensive income (foreign
currency translation adjustments) 183 179
------- -------
TOTAL STOCKHOLDERS' INVESTMENT 22,159 21,716
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $40,495 $41,009
======= =======
</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)
Three Months Ended
-------------------
April 2, April 4,
2000 1999
------- -------
REVENUES
Products and services $13,743 $14,165
Sale of manufacturing license (Note 5) -- 6,200
------- -------
Total 13,743 20,365
COST OF SALES
Products and services 7,553 9,101
Sale of manufacturing license -- 400
------- -------
Total 7,553 9,501
------- -------
Gross profit 6,190 10,864
OPERATING EXPENSES
Research and development 1,041 1,415
Selling, marketing and service 3,384 3,475
General and administrative 1,208 2,223
------- -------
Total operating expenses 5,633 7,113
------- -------
INCOME FROM OPERATIONS 557 3,751
Interest expense (168) (280)
Interest income 19 57
Other (expense) income, net (57) (178)
------- -------
INCOME BEFORE INCOME TAXES 351 3,350
Provision for income taxes -- --
------- -------
NET INCOME $ 351 $ 3,350
======= =======
NET INCOME PER SHARE
Basic $0.05 $0.48
======= =======
Diluted $0.05 $0.40
======= =======
SHARES USED TO CALCULATE
INCOME PER SHARE
Basic 7,073 7,029
======= =======
Diluted 7,791 8,344
======= =======
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>
Three Months Ended
-----------------------
April 2, April 4,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 351 $ 3,350
-------- --------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities--
Noncash sale of manufacturing license -- (6,200)
Depreciation 449 529
Amortization of intangible assets 140 140
Provision for doubtful accounts 225 --
Provision for excess and obsolete inventories 170 301
Restructuring costs -- (638)
Foreign exchange losses 1 151
Other changes in current assets and liabilities--
Decrease (Increase) in trade accounts receivable (1,225) 2,418
Decrease in inventory 507 531
Decrease in prepaid expenses and other current assets 351 330
Decrease (Increase) in deferred costs and other assets 106 (193)
Increase in trade accounts payable 411 385
Decrease in accrued salaries and wages (181) (611)
(Decrease) Increase in customer deposits (56) 394
(Decrease) Increase in accrued warranty and installation costs (139) 562
(Decrease) Increase in deferred service revenue 31 (265)
Decrease in accrued sales, property and other state and local taxes (81) (197)
(Decrease) Increase in other current liabilities (121) 778
Other -- (82)
-------- --------
Total adjustments 588 (1,667)
-------- --------
Net cash provided by (used in) operating activities 939 1,683
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (4) (186)
-------- --------
Net cash used in investing activities (4) (186)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock, net 87 90
Net repayments under line of credit agreement (853) (1,350)
Repayments of long-term debt (64) (47)
-------- --------
Net cash used in financing activities (830) (1,307)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 4 (14)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 109 176
CASH AND CASH EQUIVALENTS, beginning of period 1,056 929
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 1,165 $ 1,105
======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash interest payments $ 166 $ 285
Cash income tax (refunds) payments, net (36) (35)
Non-cash capital expenditures (capital lease financing) 96 --
</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 management's opinion, 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") on April 2, 2000, its
results of operations for the three months ended April 2, 2000 and April 4, 1999
and its cash flows for the three months ended April 2, 2000 and April 4, 1999.
These unaudited consolidated financial statements 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, 1999.
Typically, and for the year ending December 31, 2000, the Company closes its
first three fiscal quarters as of the Sunday closest to the end of March, June
and September.
(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):
April 2, December 31,
2000 1999
-------- ------------
FIFO cost--
Raw materials, net $ 6,603 $ 6,878
Work in process and finished goods 8,091 8,493
LIFO valuation adjustment (307) (307)
------- -------
Inventories, net $14,387 $15,064
======= =======
(3) NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following (in thousands):
April 2, December 31,
2000 1999
------- ------------
Borrowing under bank revolving line of credit $ 4,950 $ 5,803
Capitalized lease obligations 510 475
Other 853 856
------- -------
6,313 7,134
Less--Current maturities (5,190) (6,031)
------- -------
Long-term debt $ 1,123 $ 1,103
======= =======
See "Management's Discussion & Analysis - Liquidity and Capital Resources" for
further discussion of the Company's line of credit.
6
<PAGE>
FISCHER IMAGING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(4) NET INCOME PER SHARE
Basic income or loss per share is computed by dividing the net income or loss by
the weighted average number of shares of common stock outstanding. Diluted
income or loss per share is determined by dividing the net income or loss by the
sum of: (1) the weighted average number of common shares outstanding; (2) if
dilutive, the number of shares of convertible preferred stock as if converted
upon issuance; and (3) if dilutive, the effect of outstanding stock options
determined utilizing the treasury stock method.
A reconciliation between the number of securities used to calculate basic and,
if dilutive, diluted income per share is as follows (in thousands):
Three Months Ended
------------------
April 2, April 4,
2000 1999
-------- --------
Weighted average number of common shares outstanding
(Shares used in Basic Earnings Per Share Computation)...... 7,073 7,029
----- -----
Shares of convertible preferred stock (as if converted).... 507 1,315
Effect of stock options (treasury stock method)............ 211 --
----- -----
Shares used in Diluted Earnings Per Share Computation,
if dilutive............................................... 7,791 8,344
===== =====
As of April 2, 2000 and April 4, 1999, there were, respectively, 1,095,575 and
1,058,925 outstanding options to purchase shares of Common Stock under the
Company's current stock option plans.
(5) SALE OF MANUFACTURING LICENSE
On March 29, 1999, the Company announced an agreement with General Electric
Company, on behalf of GE Medical Systems, under which 826,666, or 62%, of the
1,333,333 shares of Series D Convertible Preferred Stock owned by GE Medical
Systems were exchanged for a non-exclusive right to manufacture the Tilt-C
system. The sale of the manufacturing rights to the Tilt-C system was recorded
at fair value, estimated to be $6.2 million. The Company completed its
manufacturing for GE Medical Systems by the end of March 2000.
(6) COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity of an enterprise other
than the change resulting from investments by or distributions to its owners.
For the Company, comprehensive income includes only net earnings or loss and
foreign currency translation adjustments, as follows:
Three Months Ended
--------------------
April 2, April 4,
2000 1999
-------- --------
Net income $ 351 $3,350
Foreign currency translation adjustments 5 137
----- ------
Comprehensive income $ 356 $3,487
===== ======
7
<PAGE>
FISCHER IMAGING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(7) OPERATING AND GEOGRAPHIC SEGMENT INFORMATION
The Company operates in a single industry segment: the design, manufacture, and
marketing of x-ray imaging systems. Because of differences in distribution
costs, strategies, and aftermarket potential, the Company separately manages and
reports operating results for products sold by the Company (proprietary) from
those manufactured for sale to other medical products companies under Original
Equipment Manufacturer ("OEM") contracts. The Company's manufacturing and most
distribution activities are in the United States, including export sales to
Europe, primarily, and elsewhere. The Company also has marketing operations in
Europe and Australia. The following is a summary of the Company's operations by
segment (in thousands):
<TABLE>
<CAPTION>
United States
-------------------------------------
Proprietary International Internal
----------------- -------------------
Domestic Export OEM Total Australia Europe Sales Total
-------- ------- ------- --------- ---------- ------- --------- ---------
Three Months Ended April 2, 2000
- --------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Product ............................ $6,783 $2,988 $1,053 $10,824 $ -- $255 $(272) $10,807
Service ............................ 2,825 -- -- 2,825 59 52 -- 2,936
------ ------- ------- ------- ----- ---- ----- -------
9,608 2,988 1,053 13,649 59 307 (272) 13,743
------ ------- ------- ------- ----- ---- ----- -------
Costs of sales:
Product ............................ 3,525 1,593 624 5,742 -- -- (11) 5,731
Service ............................ 402 -- -- 402 12 9 (6) 417
------ ------- ------- ------- ----- ---- ----- -------
Allocated .......................... 3,927 1,593 624 6,144 12 9 (17) 6,148
------ ------- -------
Unallocated ........................ 1,405 -- -- -- 1,405
------- ----- ---- ----- -------
7,549 12 9 (17) 7,553
------- ----- ---- ----- -------
Gross profit ........................ 6,100 47 298 (255) 6,190
Operating expenses.................... 5,560 82 246 (255) 5,633
------- ----- ---- ----- -------
Income (loss) from operations ....... 540 (35) 52 -- 557
Interest expense .................... (168) -- -- -- (168)
Interest income ..................... 15 4 -- -- 19
Other (expense) income, net ......... 141 (193) (5) -- (57)
------- ----- ---- -------
Net income (loss) ................... $ 528 $(224) $ 47 $ $ 351
======= ===== ==== -- =======
Other information:
Identifiable assets....... $38,665 $ 943 $887 $40,495
Capital expenditures...... $ 4 $ -- $ -- $ 4
Depreciation.............. $ 449 $ -- $ -- $ 449
Amortization.............. $ 140 $ -- $ -- $ 140
</TABLE>
8
<PAGE>
FISCHER IMAGING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
<TABLE>
<CAPTION>
United States
-------------------------------------
Proprietary International
----------------- ------------------- Internal
Domestic Export OEM Total Australia Europe Sales Total
-------- ------ ------ ------- --------- ------- -------- -------
Three Months Ended April 4, 1999
- --------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Product............................ $ 5,840 $2,225 $3,684 $11,749 $ 21 $ 115 $(174) $11,711
Service............................ 2,269 -- -- 2,269 39 146 -- 2,454
Sale of manufacturing license...... 6,200 -- -- 6,200 -- -- -- 6,200
------- ------ ------- ------- ------ ----- ----- -------
14,309 2,225 3,684 20,218 60 261 (174) 20,365
------- ------ ------- ------- ------ ----- ----- -------
Costs of sales:
Product............................ 3,065 1,156 2,656 6,877 13 63 (118) 6,835
Service............................ 556 -- -- 556 24 20 (56) 544
Sale of manufacturing license...... 400 -- -- 400 -- -- -- 400
------- ------ ------- ------- ------ ----- ----- -------
Allocated.......................... 4,021 1,156 2,656 7,833 37 83 (174) 7,779
------- ------ -------
Unallocated........................ 1,722 -- -- -- 1,722
------- ------ ----- ----- -------
9,555 37 83 (174) 9,501
------- ------ ----- ----- -------
Gross profit......................... 10,663 23 178 -- 10,864
Operating expenses................... 6,939 92 82 -- 7,113
------- ------ ----- ----- -------
Income (loss) from operations........ 3,724 (69) 96 -- 3,751
Interest expense..................... (229) -- (51) -- (280)
Interest income...................... 56 1 -- -- 57
Other (expense) income, net.......... (25) 79 (232) -- (178)
------- ------ ----- -------
Net income (loss).................... $ 3,526 $ 11 $(187) $ -- $ 3,350
======= ====== ===== ===== =======
Other information:
Identifiable assets...... $45,593 $1,033 $ 731 $47,357
Capital expenditures..... $ 186 $ -- $ -- $ 186
Depreciation............. $ 523 $ 6 $ -- $ 529
Amortization............. $ 140 $ -- $ -- $ 140
</TABLE>
Internal sales from the United States to Australia and Europe are recorded on
the basis of transfer pricing established by the Company. International sales to
OEM customers are managed and, therefore, reported as part of OEM business
results.
(8) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133 and No. 137. In June 1998,
the Financial Accounting Standards Board, or FASB, issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS 133 establishes accounting and reporting standards for
derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. It requires an entity to
recognize all derivatives as either assets or liabilities in the statement of
financial position and measures those instruments at fair value. In June 1999,
the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133 - An amendment of FASB Statement No. 133." SFAS
No. 137 delays the effective date of SFAS No. 133 to financial quarters and
financial years beginning after June 15, 2000. We do not typically enter into
arrangements that would fall under the scope of Statement No. 133 and thus,
management believes that Statement No. 133 will not significantly affect our
financial condition and results of operations.
9
<PAGE>
FISCHER IMAGING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Staff Accounting Bulletin No. 101. In December 1999, the Securities and
Exchange Commission staff released Staff Accounting Bulletin No. 101, "Revenue
Recognition." SAB 101 provides interpretive guidance on the recognition,
presentation and disclosure of revenue in financial statements. The accounting
impact of SAB 101 is required to be determined no later than the Company's
second fiscal quarter of 2000. If the Company determines that its revenue
recognition policies must change to be in compliance with SAB 101, the
implementation of SAB 101 will require the Company to restate its first quarter
2000 results to reflect a cumulative effect of change in accounting principle as
if SAB 101 had been implemented on January 1, 2000. The Company is currently
reviewing SAB 101 to determine what impact, if any, the adoption of SAB 101 will
have on its financial position and results of operations.
In March 2000, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" ("FIN No. 44"). The Interpretation clarifies the application of
APB No. 25 for certain issues related to equity based instruments issued to
employees. FIN No. 44 is effective on July 1, 2000, except for certain
transactions, and will be applied on a prospective basis. Management believes
that FIN No. 44 will not have a significant impact on its financial statements.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of financial condition and results of operations should
be read in conjunction with the Company's Consolidated Financial Statements and
Notes thereto appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (the "Form 10-K"). This Form 10-Q, including the
information incorporated by reference herein, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For
this purpose, statements contained herein that are not statements of historical
fact may be considered forward-looking statements. Without limiting the
foregoing, the words "believes", "expects", "anticipates", "plans", "estimates",
and similar words and expressions are intended to identify such statements.
These forward-looking statements include statements about:
. resolutions of deficiencies noted by the FDA;
. the adequacy of financial resources;
. future operating results including revenues and expenses;
. sales under the Company's strategic alliances, OEM arrangements, and
otherwise, including marketing agreements for Mammotest and other products;
. the status of SenoScan and other new products in development;
. the size and growth of the Company's markets;
. the success of efforts to reduce manufacturing and other costs;
. manufacturing capacity and capabilities;
. submissions to the FDA and receipt of FDA approvals and clearances;
. the availability of raw materials and components; and
. other matters.
These forward-looking statements involve risks and uncertainties. The actual
results that the Company achieves may differ materially from those discussed in
such forward-looking statements due to the risks and uncertainties described in
the risks of investing in the Company set forth:
(1) in the Business section of the Form 10-K under the headings: "Risks
Associated with OEM Agreements," "Sales and Marketing," "International
Operations," "Strategic Alliances," "Risks of Technological Change and New
Products," "Risks of New Product Development and Market Acceptance,"
"Competition," "Government Regulation," "Government Reimbursement,"
`Manufacturing and Operating Risks," "Product Liability, Market Withdrawal,
and Product Recalls," "Patents and Intellectual Property," "Risk of
Dependence on Key Personnel,"
(2) in the Market for Registrant's Common Equity and Related Stockholder
Matters under the headings "Risk of Price Volatility of Common Stock,"
`Risks of Fluctuations in Quarterly Results of Operations," "Risks of
Fluctuations in Quarterly Results of Operations," Risks Associated with
Shares Eligible for Future Sale," "Risks Associated with Control by
Management and Certain Stockholders," and "Certain Anti-Takeover Effects,"
(3) in the Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") section of the Form 10-K under the
"Overview," "Quantitative and
11
<PAGE>
Qualitative Disclosures About Market Risk," "FDA Regulations," and "Recent
Developments" headings,
(4) elsewhere in the Business, MD&A, and other sections of the Form 10-K,
(5) and in this Form 10-Q under the "Overview" section of MD&A and elsewhere.
Overview
Risk of Continued Losses
The Company designs, manufactures and markets specialty and general purpose
medical imaging systems for the diagnosis and treatment of disease. The
Company's newer products are directed towards medical specialties, such as
diagnosing and treating breast cancer, heart disease and vascular disease, in
which image-guided, minimally invasive therapies are replacing open surgical
procedures.
Except for the last nine months of 1995, the first nine months of 1996, the last
three months of 1999, the first three months of 2000, and excluding the first
quarter 1999 one-time gain from the sale of a manufacturing license, the Company
has experienced significant losses since 1993. Significant factors giving rise
to these losses include: costs associated with excessive manufacturing capacity;
intense competition for some of the Company's products; declining margins and
demand for OEM products; and a general slowdown in capital expenditures by
hospitals. The Company has taken significant steps to reduce costs and improve
sales, including:
. entering into distribution partnerships in 1997 and 1998 with Ethicon Endo-
Surgery for the marketing and sale of Mammotest breast biopsy systems in
the United States and in Europe;
. entering into a strategic alliance with Direct Radiography Corp., a
subsidiary of Hologic, Inc. for the marketing and sale of digital
radiography products;
. closure of the Company's Addison, Illinois manufacturing facility;
. a workforce reduction of approximately 20% in the third and fourth quarters
of 1999; and
. other actions to reduce operating expenses and manufacturing costs.
Improvement in the Company's results of operations will depend on many factors,
including:
. sufficient demand for the Company's products to offset the effects of the
reductions in OEM business;
. the adequacy of financial resources;
. the Company's ability to maintain or improve gross margins;
. the effectiveness of efforts to control manufacturing and other costs;
. effective negotiation and implementation of product distribution
arrangements;
. effective implementation of domestic and international marketing and sales
strategies; and
. the development and introduction of new products that compete successfully.
12
<PAGE>
The Company expects continued significant fluctuations in quarterly and annual
revenues, operating results and net income, depending on factors such as:
. delays in the development projects;
. the timing issues with respect to the receipt, manufacture, and shipment of
large system product orders;
. new product introductions or marketing initiatives by the Company or its
competitors;
. the effects of managed healthcare on capital expenditures and
reimbursement;
. increases in marketing, research, and other costs in relation to sales;
. regulatory clearance of new products;
. the effect of general economic conditions of the Company's markets;
. seasonal patterns and other timing issues affecting customer purchasing
decisions; and
. the outcome of claims against the Company.
These factors can occur unexpectedly and, because many of the Company's costs
are fixed, the Company may not be able to sufficiently reduce its costs in
periods when revenues are less than anticipated and may, as a result, suffer
unexpected losses.
Over the past several years, the Company has attempted to expand its
international sales and marketing efforts, which has resulted in losses from its
international operations. The Company's exposure to foreign currency and other
international business risk may increase as its international business grows.
The Company attempts to minimize these risks by: (1) generally requiring
payments in U.S. dollars; (2) using letters of credit; and (3) requiring advance
deposits and through other means. There can be no assurance, however,
international sales efforts will be successful or that associated risks can be
minimized.
Sales of the Company's Mammotest breast biopsy systems have been increasing in
recent years despite aggressive competition within the surgical stereotactic
core needle breast biopsy market from Trex Medical, the Company's principal
competitor in this market. The Company's sales in this market improved in 1998,
in part due to its marketing partnership with Ethicon Endo-Surgery. In December
1998, U. S. Surgical, which was selling breast biopsy systems purchased from
Trex, decided to cease distributing breast biopsy systems and, therefore,
terminated its supply agreement with Trex Medical. In 1999, sales in this market
improved due to improved manufacturing efficiency and the continuing partnership
with Ethicon-Endo Surgery. In the first quarter of 2000, the Company's sales
continued to improve over the first quarter of 1999 due to increased
international sales under the distribution agreement with Ethicon-Endo Surgery.
While long-term conditions may become more favorable to the Company, it is
uncertain whether the near-term impact on Mammotest sales will be favorable or
unfavorable.
The Company's partner in developing digital imaging products for the general
radiography market had been Direct Radiography Corp., a subsidiary of Sterling
Diagnostic Imaging. In early 1999, the Agfa-Gevaert Group acquired Direct
Radiography's parent company, Sterling Diagnostic Imaging, Inc. Direct
Radiography was not included in this acquisition, but was later sold to Hologic
Corporation in June 1999. The Company continues to develop digital imaging
products with Direct Radiography Corp., but does not have a definitive agreement
with Direct Radiography or Hologic. The Company is currently working on an
agreement with the companies and believes that such an agreement will be reached
in the near future.
13
<PAGE>
In November 1999, Kodak announced that Analogic Corp., in conjunction with the
Company and Direct Radiography Corp., would build digital radiography products
for Kodak. In February 2000, Analogic provided a $5.4 million purchase order for
more than 50 systems. The Company delivered seven systems under this purchase
order in the first quarter of 2000. While the Company, Kodak and Analogic
continue to work together to deliver these systems, there is no formal agreement
between the companies at this time. The Company is currently negotiating an
agreement with the companies and believes that such an agreement will be reached
in the near future.
The Company is also a party to litigation from time to time, as both plaintiff
and defendant. As plaintiff, the Company is pursuing a substantial patent
infringement case and certain other matters. As defendant, the Company is
involved in several litigation matters with OEM and other customers, among
others, and accrued $866,000 in the first quarter of 1999 in relation to several
of these matters. As of April 2, 2000, the Company has made payments of $250,000
relating to settlement of these lawsuits.
FDA Regulation
The Company is subject to periodic inspections by the Food and Drug
Administration, whose primary purpose is to audit the Company's compliance with
Quality System Regulations, which include testing, quality control and
documentation procedures. In March 1995, the Company's Denver facility received
a Warning Letter from the FDA concerning documentation and other deficiencies.
The Company rectified these deficiencies and resolved the matter with the FDA in
June 1995. In December 1996, following an inspection of the Denver facility, the
FDA issued Inspectional Observations Form 483 and a subsequent Warning Letter
regarding manufacturing practices. As required, the Company responded as to
planned corrective actions and obtained a favorable third-party certification of
manufacturing and quality systems. In October 1998, following a subsequent
inspection, the FDA issued a Form 483 regarding possible deficiencies in
manufacturing, quality, and documentation practices. The Company submitted its
response to the Form 483 and is instituting corrective actions. The Company
continues to implement corrective actions and anticipates that an inspection of
the Denver facility by the FDA will take place in the near future. The recent
issuance of another Form 483 increases the possibility that one or more of the
sanctions described below could be imposed.
Failure to satisfy FDA requirements can result in: (1) the Company's inability
to receive awards of federal government contracts; (2) an inability to receive
new marketing or export clearances; or (3) FDA enforcement actions including,
among other things, product seizure, injunction, and/or criminal or civil
proceedings which could be initiated without further notice. Although the
Company strives to operate within FDA requirements, there can be no assurance
that deficiencies can be corrected or that the Company can satisfy future FDA
compliance concerns. Sanctions resulting from FDA compliance reviews or related
delays in product clearances could have a material adverse effect on the
Company.
14
<PAGE>
Results of Operations, Excluding Restructuring Charge and Other One-Time Items
The Company's results of operations on a normalized basis for the three months
ended April 2, 2000 and April 4, 1999, respectively, are as follows (in
thousands):
d<TABLE>
<CAPTION>
Increase (Decrease)
---------------------------------------------------------
Gross Operating Net Income
Revenues Profit Expenses (Loss)
-------- ------ --------- ----------
<S> <C> <C> <C> <C>
Three Months Ended April 2, 2000:
Reported results of operations $ 13,743 $ 6,190 $5,633 $ 351
======== ======= ====== =======
Three Months Ended April 4, 1999:
Reported results of operations $ 20,365 $10,864 $7,113 $ 3,350
Sale of manufacturing license (1) (6,200) (5,800) -- (5,800)
Accruals for contractual issues (2) -- -- (886) 886
-------- ------- ------ -------
Normalized results of operations $ 14,165 $ 5,064 $6,227 $(1,564)
======== ======= ====== =======
</TABLE>
(1) During the first quarter of 1999, the Company sold to G. E. Medical Systems
a non-exclusive right to manufacture the Tilt-C system, in exchange for
826,666 shares of Series D Convertible Preferred Stock previously owned by
G. E. Medical Systems. See Note 5 to Notes to Consolidated Financial
Statements.
(2) Based upon legal activities occurring during the first quarter of 1999, the
Company concluded that it was probable that the Company would incur
settlement costs to resolve contractual issues with respect to two product
installations.
The remainder of Management's Discussion and Analysis of Results of Operations
will be based on results of operations for the three months ended April 2, 2000
and normalized results of operations for the three months ended April 4, 1999.
Results of Operations
Overview. First quarter 2000 revenues and net income were $13,743,000 and
$351,000, respectively, as compared to normalized revenues of $14,165,000 and a
normalized net loss of $1,564,000 for the first quarter of 1999. The normalized
revenues and net loss for the first quarter of 1999 exclude the sale of a
technology license to GE Medical resulting in $6.2 million of revenue and $5.8
million of income. The revenue decrease reflected the planned reductions in OEM
product shipments, offset by increased shipments within our mammography business
unit and increased service revenues. Gross margin as a percentage of revenues
increased from 35.8% in the first quarter of 1999 to 45.0% in the first quarter
of 2000, primarily due to three factors: (1) efficiencies derived from our
corporate right-sizing and reorganization, as well as the implementation of a
flattened manufacturing process, (2) a continued shift towards higher margin
direct sales versus dealer and OEM sales and (3) an increase in production of
higher margin mammography and digital radiology products. Operating expenses
were significantly lower in the first quarter of 2000, as compared to the first
quarter of 1999 due to lower legal, marketing and headcount expenses. As a
result of these factors, the net income increased to $351,000 in the first
quarter of 2000 as compared to a normalized net loss of $1,564,000 in the first
quarter of 1999.
15
<PAGE>
The following table sets forth the percentage of revenues represented by certain
data included in the Company's statements of operations for the periods
indicated:
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
April 2, April 4,
2000 1999
-------- --------
<S> <C> <C>
Revenues 100.0% 100.0%
Gross margin 45.0 35.8
Research and development 7.6 10.0
Selling, marketing and service 24.6 24.5
General and administrative 8.8 9.4
Income (loss) from Operations 4.0 (8.2)
Provision (benefit) for income taxes -- --
Net income (loss) 2.6 (11.0)
</TABLE>
* Based on normalized results of operations. See "Results of Operations,
Excluding Restructuring Charge and Other One-Time Items" on Page 14 of this
Form 10-Q.
Revenues. First quarter 2000 revenues were $13,743,000, a 3% decrease from
normalized first quarter 1999 revenues of $14,165,000. The decrease reflects
planned reductions in OEM products shipments, offset by an increase in
mammography product shipments and greater service revenues. The decrease was in
the OEM and international dealer sales channels, partly offset by an increase in
the U.S. and international direct sales channels.
Gross Profit. For the first quarter of 2000, gross profit expressed a
percentage of revenues was 45.0%, as compared to 35.8% for the first quarter of
1999. The increase in gross margin was primarily due to efficiencies derived
from our corporate right-sizing and reorganization, the implementation of a
flattened manufacturing process, a continued shift towards higher margin direct
sales versus dealer and OEM sales and an increase in production of higher margin
mammography and digital radiology products.
Research and Development Expenses. Research and development expenses for the
first quarter of 2000 and 1999 were $1,041,000 and $1,415,000, respectively, or
7.6% and 10.0%, respectively, of revenues. The decrease in the three month
period ended April 2, 2000 as compared to the three month period ended April 4,
1999 was due to reductions in staffing and related engineering expenses.
Selling, Marketing and Service Expenses. Selling, marketing and service
expenses for the first quarters of 2000 and 1999 were $3,384,000 and $3,475,000,
respectively, or 24.6% and 24.5%, respectively, of revenues. As compared to the
same three month period in 1999, selling, marketing and service expenses
decreased in the three months ended April 2, 2000 due to reductions in spending,
mainly as a result of lower headcount and reduced travel expenses.
General and Administrative Expenses. General and administrative expenses for
the normalized first quarters of 2000 and 1999 were $1,208,000 and $1,337,000,
respectively, or 8.8% and 9.4%, respectively, of revenues. The reduction was
primarily due to high legal costs in the first quarter of 1999 related to the
Company's patent infringement lawsuit against Trex Medical Corporation.
16
<PAGE>
Interest Expense/Interest Income. Interest expense for the three months ended
April 2, 2000 and April 4, 1999 was $168,000 and $280,000, respectively.
Interest income for the first quarters of 2000 and 1999 was $19,000 and $57,000,
respectively. The decrease in interest expense, in the three months ended April
2, 2000 as compared to the three month period ended April 4, 1999 is due
primarily to lower levels of borrowings under the Company's working capital line
of credit, due to increased profitability and cash generated from operations.
Net Income/Loss. The Company's net income for the first quarter of 2000 was
$351,000 as compared to the normalized net loss for the first quarter of 1999 of
$1,564,000. For the three months ended April 2, 2000, the net income increased
relative to the three month period ended April 4, 1999 primarily as the result
of an increase in production of higher margin mammography and digital radiology
products and efficiencies and cost savings derived from corporate right-sizing
and reorganization.
Income Taxes
The Company's estimated effective tax rate for the year ended December 31, 2000
is currently 0%. Accordingly, no income tax benefit or provision has been
recorded for the three months ended April 2, 2000. This rate was determined
based upon the anticipated 2000 results of operations includable in the domestic
consolidated tax return and upon projected net temporary differences between
operating results reflected in the financial statements and those required to be
reflected in the 2000 domestic consolidated tax return. As of December 31, 1999,
the Company had valuation allowances of approximately $10.3 million, reducing
net deferred tax assets to $0. The realizability of net deferred tax assets is
dependent on the Company's ability to generate future taxable income, and the
Company's estimate of realizable deferred tax assets may change in the near
future.
No income tax provisions have been recognized for foreign tax jurisdictions and
no income tax benefits have been recognized for subsidiary losses outside the
domestic consolidated return because they are not expected to reverse in the
foreseeable future.
Liquidity and Capital Resources
Net cash provided by operating activities for the three months ended April 2,
2000 was $1.1 million compared to $1.7 million provided by operations in the
comparable three month period of 1999. The cash provided by operations was due
to a $0.7 million decrease in inventory, a $0.4 million increase in accounts
payable and $0.4 million in net income. These favorable effects were offset by a
$1.0 million increase in net accounts receivable.
Net cash used in investing activities was $49,000 for the three months ended
April 2, 2000, down $0.2 million from the comparable three-month period in 1999.
The Company anticipates that the level of spending for capital expenditures in
the first quarter of 2000 will continue, although there currently are no
material commitments for capital expenditures.
Net cash used in financing activities for the three months ended April 2, 2000
was $0.7 million, principally resulting from the reduction in borrowings under
the Company's bank revolving line of credit, made possible by the decreased
investment in inventory.
17
<PAGE>
As of April 2, 2000, the Company had $1.2 million in cash and cash equivalents,
working capital of $15.8 million, and a $10.0 million bank revolving line of
credit facility, which is subject to restrictions as to availability based on
eligible receivables and inventory, as defined. As of April 2, 2000, $4.0
million was available under this line. The agreement was secured by the
Company's accounts receivable, inventory, and fixed assets and could be called
by the lender upon 30 days notice. The agreement was renewable monthly and such
renewals were subject to a fee of $5,000 per month. The borrowings under the
agreement were subject to interest at one percent over the bank's prime rate of
interest, or 10.00%, at April 2, 2000.
On April 13, 2000, the Company entered into a new line of credit facility with a
bank for $8.0 million, which replaces the credit facility in place as of April
2, 2000. Under the terms of the agreement, the Company will have available up to
$8.0 million of credit subject to borrowing base limitations based on eligible
receivables and inventory. Had this credit facility been in place at April 2,
2000, the Company would have had $3.0 million available under this line of
credit. The agreement is for a term of three years and is secured by all
tangible assets of the Company. Borrowings under the agreement will bear
interest at the bank's prime rate, 9.0% at April 2, 2000. The Company will also
be subject to certain financial covenants, as defined.
The Company has experienced significant losses in four of the last five years
ended December 31, 1999 and has also had negative cash flows from operations in
three of those years, resulting in depletion of substantially all of the
Company's cash.
The Company has taken actions to improve its liquidity and reduce the level of
operating losses. Most notably, the Company has entered into a line of credit
with a bank for $8.0 million and has significantly reduced the workforce in the
third and fourth quarters of 1999. Management believes the full benefits of the
workforce reductions will continue to be seen in 2000.
18
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk:
- --------------------------------------------------------------------
Market risk represents the risk of loss that may impact the financial position,
results of operations or cash flows of the Company due to adverse changes in
financial and commodity market prices and rates. The Company is exposed to
market risk in the areas of changes in United States interest rates and changes
in foreign currency exchange rates as measured against the United States dollar.
These exposures are directly related to its normal operating and funding
activities. Historically and as of April 2, 2000, the Company has not used
derivative instruments or engaged in hedging activities.
Interest Rate Risk
The interest payable on the Company's revolving line of credit is variable based
on the prime rate and, is therefore, affected by changes in market interest
rates. At April 2, 2000, approximately $5.0 million was outstanding with an
interest rate of 10.0% (prime plus 1%). The line of credit was cancelable upon
30 days notice by the lender. On April 13, 2000, the Company entered into a
three-year line of credit with a bank for $8.0 million, which replaces the line
of credit in place at April 2, 2000. Borrowings under the new agreement will
bear interest at the bank's prime rate, 9.0% at April 2, 2000. If the interest
rate on the Company's line of credit had been 2% higher than the rates in effect
for the three month period ended April 2, 2000, the Company would have incurred
additional interest expense of approximately $35,000. The Company attempts to
manage its interest rate risk by monitoring interest rates that are available
under other types of lending instruments and through other lenders.
Foreign Currency Risk
The Company has wholly owned subsidiaries in Australia, Germany and France.
Local assets and liabilities, principally intercompany debt to the parent
company, are recorded in local currencies, thereby creating exposures to changes
in exchange rates. These changes may positively or negatively affect the
Company's operating results. As disclosed in Note 7 to Notes to Consolidated
Financial Statements, revenues in foreign currency through all foreign
subsidiaries constituted less than 3% of the Company's total revenues for the
three month periods ended April 2, 2000 and April 4, 1999. The Company therefore
does not believe that foreseeable near-term changes in exchange rates will have
in a material effect on future earnings, fair values or cash flows of the
Company and has chosen not to enter into foreign currency hedging instruments.
There can be no assurance that such an approach will prove to have been
successful, especially in the event of a significant and sudden decline in the
value of any of the applicable local currencies.
19
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
- --------------------------
Not applicable.
Item 2. Changes in Securities and Use of Proceeds:
- --------------------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities:
- ----------------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders:
- ------------------------------------------------------------
Not applicable.
Item 5. Other Information:
- --------------------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K:
- -----------------------------------------
(a) Documents filed as part of this report:
1. Financial Statements.
See pages 3 through 5 of this Form 10-Q.
2. Financial Statements Schedules.
None
3. Exhibits.
The following are filed as part of this report:
Exhibit No. Description
- ----------- -----------
3.1 Certificates of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
4.1 Amended and Restated Rights Agreement, dated as of November 3,
1994, between the Company and American Securities Transfer, Inc.
which includes the Certificate of Designation for the Series C
Junior Participating Preferred Stock as Exhibit A and the form of
Right Certificate as Exhibit B(4)
4.2 Certificate of Designation for the Series D Convertible Preferred
Stock(4)
10.1 Agreement, dated October 5, 1990, between the Company and Dornier
Medizintechnik GmbH(1)
10.2 Purchase Agreement, dated August 29, 1994, between the Company and
General Electric Company on behalf of GE Medical Systems(4)
10.3 Nonemployee Director Stock Option Plan, as amended(5)
10.4 Stock Option Plan(1)
10.5 Retention Bonus Plan(3)
10.6 Lease Agreement, dated July 31, 1992, between the Company and
JN Properties(2)
10.7 Stock Purchase Agreement, dated as of June 20, 1995, between the
Company and General Electric Company, acting through its GE Medical
Systems Division ("GEMS")(4)
10.8 Registration Rights Agreement, dated as of June 20, 1995, between
the Company and GEMS(4)
10.9 Manufacturing and License Agreement, dated as of June 20, 1995,
between the Company and GEMS(4)
10.10 Amendment, dated as of June 20, 1995, to Purchase Agreement, dated
as of August 29, 1994, between the Company and GEMS(4)
10.11 Agreement daged October 10, 1997, between the Company and Ethicon
Endo-Surgery, Inc. with Addendum dated January 28, 1998.(5)
27 Financial Data Schedule(6)
- ----------
(1) Incorporated by reference to the Company's Registration Statement
on Form S-1, File No. 33-41537, as filed with the Securities and
Exchange Commission (the "Commission") on July 3, 1991.
(2) Incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1992, as filed with the Commission.
(3) Incorporated by reference to the Company's Form 10-K for the year
December 31, 1994, as filed with the Commission on April 14, 1995.
(4) Incorporated by reference to the Company's Form 8-K, as filed with
Commission on July 3, 1995.
(5) Incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1997, as filed with the Commission on March 31,
1998.
(6) Filed herewith.
(b) Reports on Form 8-K
------------------------
None
(c) Exhibits
See Item 6(a)(3) of this Form 10-Q.
(d) Financial Statement Schedules
None
20
<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 April 2, 2000 to be signed on its behalf by the undersigned thereunto duly
authorized.
FISCHER IMAGING CORPORATION
/s/ LOUIS E. RIVELLI
--------------------
Louis E. Rivelli
President and Chief Operating Officer
May 17, 2000
21
<PAGE>
Exhibit Index
-------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Certificate of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
4.1 Amended and Restated Rights Agreement, dated as of November 3,
1994, between the Company and American Securities Transfer, Inc.
which includes the Certificate of Designation for the Series C
Junior Participating Preferred Stock as Exhibit A and the form of
Right Certificate as Right Certificate as Exhibit B(4)
4.2 Certificate of Designation for the Series D Convertible Preferred
Stock(4)
10.1 Agreement, dated October 5, 1990, between the Company and Dornier
Medizintechnik GmbH(1)
10.2 Purchase Agreement, dated August29, 1994, between the Company and
General Electric Company on behalf of GE Medical Systems(4)
10.3 Nonemployee Director Stock Option Plan, as amended(5)
10.4 Stock Option Plan(1)
10.5 Retention Bonus Plan(3)
10.6 Lease Agreement, dated July 31, 1992, between the Company and JN
Properties(2)
10.7 Stock Purchase Agreement, dated as of June 20, 1995, between the
Company and General Electric Company, acting through its GE Medical
Systems Division ("GEMS")(4)
10.8 Registration Rights Agreement, dated as of June 20, 1995, between
the Company and GEMS(4)
10.9 Manufacturing and License Agreement, dated as of June 20, 1995,
between the Company and GEMS(4)
10.10 Amendment, dated as of June 20, 1995, to Purchase Agreement, dated
as of August 29, 1994, between the Company and GEMS(4)
10.11 Agreement dated as of October 10, 1997, between the Company and
Ethicon Endo-Surgery, Inc. with Addendum dated January 28, 1998.(5)
27 Financial Data Schedule(6)
- -------------
(1) Incorporated by reference to the Company's Registration Statement
on Form S-1, File No. 33-41357, as filed with the Securities and
Exchange Commission (the "Commission") in July 3, 1991.
(2) Incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1992, as filed with the Commission.
(3) Incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1994, as filed with the Commission.
(4) Incorporated by reference to the Company's Form 8-K, as filed with
the Commission on April 14, 1995.
(5) Incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1997, as filed with the Commission on March 31,
1998.
(6) Filed herewith.
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> APR-02-2000
<CASH> 1,165
<SECURITIES> 0
<RECEIVABLES> 18,703
<ALLOWANCES> 1,806
<INVENTORY> 14,387
<CURRENT-ASSETS> 33,010
<PP&E> 15,431
<DEPRECIATION> 11,906
<TOTAL-ASSETS> 40,495
<CURRENT-LIABILITIES> 17,213
<BONDS> 1,123
0
5
<COMMON> 71
<OTHER-SE> 22,083
<TOTAL-LIABILITY-AND-EQUITY> 40,495
<SALES> 13,743
<TOTAL-REVENUES> 13,743
<CGS> 7,553
<TOTAL-COSTS> 7,533
<OTHER-EXPENSES> 5,633
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 168
<INCOME-PRETAX> 351
<INCOME-TAX> 0
<INCOME-CONTINUING> 351
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 351
<EPS-BASIC> .05
<EPS-DILUTED> .05
</TABLE>
