<PAGE> 1
================================================================================
UNITED STATES
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 QUARTERLY PERIOD ENDED JUNE 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________.
COMMISSION FILE NUMBER 0-20083
SPACELABS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1558809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15220 N.E. 40TH STREET, P.O. BOX 97013, REDMOND, WASHINGTON 98073
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 882-3700
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 [ ]
Common stock, par value $.01 per share: 9,595,556 shares outstanding as
of July 26, 1997
Page 1 of 13 sequentially numbered pages
================================================================================
<PAGE> 2
SPACELABS MEDICAL, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 28, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
- June 28, 1997 (unaudited) and December 27, 1996 . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations (unaudited)
- Three and Six Months Ended June 28, 1997 and June 29, 1996 . . . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows (unaudited)
- Six Months Ended June 28, 1997 and June 29, 1996 . . . . . . . . . . . . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II. Other Information
Item 4. Submission of Matters to Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K
There were no reports on Form 8-K filed during the three months ended
June 28, 1997 for which this report is filed.
</TABLE>
(2)
<PAGE> 3
PART I.
Item 1. Financial Statements
SPACELABS MEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
--------------------------
June 28, December 27,
(in thousands) 1997 1996
- ---------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and short-term investments ................................................. $ 23,156 $ 32,063
Marketable securities ........................................................... 10,390 --
Receivables ..................................................................... 55,666 63,004
Inventories
Raw materials ............................................................... 13,396 13,447
Work in process ............................................................. 14,827 14,604
Finished products ........................................................... 16,718 13,743
Demonstration equipment ..................................................... 4,380 3,780
Customer service parts and equipment ........................................ 11,626 10,540
-------- --------
60,947 56,114
-------- --------
Prepaid expenses ................................................................ 1,547 2,652
Deferred income taxes ........................................................... 21,399 20,989
-------- --------
Total current assets ............................................. 173,105 174,822
-------- --------
Property, plant and equipment, net .............................................. 62,414 61,715
Other assets, net ............................................................... 16,334 20,908
-------- --------
$251,853 $257,445
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings ...................................................... 2,304 15
Current portion of long-term debt .......................................... 750 750
Accounts payable and accrued expenses ...................................... 33,435 34,367
Deferred revenue ........................................................... 4,060 3,500
Taxes on income ............................................................ 4,263 4,462
-------- --------
Total current liabilities ....................................... 44,812 43,094
-------- --------
Long-term debt .................................................................. 13,125 13,500
Deferred income taxes ........................................................... 4,467 4,503
Shareholders' Equity ............................................................ 189,449 196,348
-------- --------
$251,853 $257,445
======== ========
- ---------------------------------------------------------------------------------------------------------------
Common shares outstanding ....................................................... 9,571 9,830
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(3)
<PAGE> 4
SPACELABS MEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------ ------------------------
June 28, June 29, June 28, June 29,
(in thousands, except per share data) 1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C>
Revenue ....................................... $ 62,140 $ 62,374 $ 125,160 $ 125,677
Cost of sales ................................. 31,107 30,996 62,506 62,420
--------- --------- --------- ---------
Gross margin .................................. 31,123 31,378 62,654 63,257
--------- --------- --------- ---------
Operating expenses
Selling, general and administrative .. 18,595 18,483 37,454 37,415
Research and development ............. 7,745 7,154 15,169 14,484
Acquisition of in-process research and
development......................... -- -- 6,500 8,797
Restructuring and reorganization ..... -- 3,323 -- 4,002
--------- --------- --------- ---------
26,340 28,960 59,123 64,698
--------- --------- --------- ---------
Income (loss) from operations ................. 4,783 2,418 3,531 (1,441
Other income (expense)
Interest income, net ................. 164 506 330 1,262
Other expense, net ................... (185) (98) (434) (171)
--------- --------- --------- ---------
Income (loss) before income taxes ............. 4,762 2,826 3,427 (350)
Provision for income taxes .................... 1,790 1,055 3,724 2,358
--------- --------- --------- ---------
Net income (loss) ............................. $ 2,972 $ 1,771 $ (297) $ (2,708)
========= ========= ========= =========
Net income (loss) per share ................... $ 0.31 $ 0.17 $ (0.03) $ (0.26)
========= ========= ========= =========
- ---------------------------------------------------------------------------------------------------------------
Weighted average common shares
and equivalents outstanding ................. 9,684 10,424 9,618 10,602
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(4)
<PAGE> 5
SPACELABS MEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
----------------------
June 28, June 29,
(in thousands) 1997 1996
- --------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Operating activities
Net loss .......................................................... $ (297) $ (2,708)
Adjustments to reconcile net loss to net cash provided by
operating activities
Depreciation and amortization ................................. 4,929 4,013
Acquired in-process research and development .................. -- 2,087
Deferred income taxes ......................................... (659) (802)
Contribution to 401(k) plan in common stock ................... 379 372
Changes in operating assets and liabilities
Decrease in receivables ................................... 6,632 4,646
Increase in inventories ................................... (5,621) (4,099)
Decrease in prepaid expenses .............................. 1,084 701
Increase (decrease)in accounts payable and accrued expenses (670) 4,323
Increase (decrease) in deferred revenue ................... 593 415
Increase (decrease) in taxes on income .................... (181) 1,315
Other ......................................................... (189) 130
-------- --------
Net cash provided by operating activities ............................ 6,000 10,393
-------- --------
Investing activities
Proceeds (purchases) of short-term investments, net ............... 28 28
Investment in property, plant and equipment ....................... (5,264) (12,371)
Purchase of equity investments .................................... (5,231) (785)
Proceeds from sale of assets ...................................... 1 9
-------- --------
Net cash used by investing activities ................................ (10,466) (13,119)
-------- --------
Effect of exchange rate changes on cash .............................. 372 (25)
-------- --------
Financing activities
Change in short-term borrowings ................................... 2,289 256
Principal payments on long-term debt .............................. (375) (375)
Purchase of treasury stock ........................................ (7,048) (9,459)
Exercise of stock options ......................................... 349 584
-------- --------
Net cash used by financing activities ................................ (4,785) (8,994)
-------- --------
Decrease in cash and cash equivalents ................................ (8,879) (11,745)
Cash and cash equivalents at beginning of period ..................... 25,834 46,464
-------- --------
Cash and cash equivalents at end of period ........................... $ 16,955 $ 34,719
======== ========
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(5)
<PAGE> 6
SPACELABS MEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed consolidated financial statements include
the accounts of Spacelabs Medical, Inc. and its wholly owned
subsidiaries, collectively referred to as the "Company." The
unaudited interim condensed consolidated financial statements and
related notes have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations.
The accompanying condensed consolidated financial statements and
related notes should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 1996
Annual Report to Shareholders.
The information furnished reflects, in the opinion of management, all
adjustments, consisting of only normal recurring items, necessary for
a fair presentation of the results for the interim periods presented.
Interim results are not necessarily indicative of results for a full
year.
2. Restructuring and Reorganization
Through the second quarter of 1996, the Company recorded restructuring
and reorganization charges of $4.0 million related to the continuing
consolidation of its manufacturing and customer service operations.
This consolidation was completed in the fourth quarter of 1996.
3. Acquisition of in-process Research and Development
In the first quarter of 1997, the Company acquired Advanced Medical
Systems (AMS) and recorded a one-time pre-tax charge of $6.5 million
associated with the acquisition of in-process research and development
related to this investment.
In the first quarter of 1996, the Company completed its acquisition of
JRS Clinical Technologies, Inc. and formed a limited liability
corporation with DSA Systems and recorded pre-tax charges of $8.8
million related to the acquisition of in-process research and
development in connection with these investments.
4. Income per Share
Income per share is computed on the basis of the weighted average
number of common shares plus dilutive common equivalent shares
outstanding during each period. Dilutive common share equivalents are
calculated under the treasury stock method and consist of unexercised
employee stock options.
(6)
<PAGE> 7
5. New Accounting Pronouncements
In the first quarter of 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share." This statement specifies the computation,
presentation, and disclosure requirements for earnings per share. SFAS No.
128 is designed to improve the earnings per share information provided in
financial statements by simplifying the existing computational guidelines,
revising the disclosure requirements and increasing the comparability of
earnings per share data. SFAS No. 128 is effective for periods ending
after December 15, 1997, including interim periods, and earlier adoption
is not permitted. The Company will be required to restate its earnings per
share data for all prior periods presented when this statement is adopted.
In the opinion of management, the adoption of SFAS No. 128 will not have a
material effect on the Company's calculation of earnings per share.
(7)
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
Three Months Ended Six Months Ended
----------------------------------------- --------------------------------------------
June 28, June 29, Dollar Percent June 28, June 29, Dollar Percent
(dollars in millions, except per share 1997 1996 Change Change 1997 1996 Change Change
data)
- ----------------------------------------------------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue ............................... $ 62.1 $ 62.4 $ (0.3) (0.4%) $ 125.2 $ 125.7 $ (0.5) (0.4%)
Gross margin .......................... 31.1 31.4 (0.3) (0.8%) 62.7 63.3 (0.6) (1.0%)
As a % of revenue ................... 50.1% 50.3% 50.1% 50.3%
Operating expenses excluding
acquisition and restructuring
expenses .......................... 26.3 25.6 0.7 2.7% 52.6 51.9 0.7 1.4%
As a % of revenue ................... 42.4% 41.1% 42.0% 41.3%
Acquisition and restructuring expenses:
Acquired research and development ... -- -- -- -- 6.5 8.8 (2.3) (26.1%)
Restructuring and reorganization .... -- 3.3 (3.3) (100.0%) -- 4.0 (4.0) (100.0%)
Provision for income taxes ............ 1.8 1.1 0.7 69.7% 3.7 2.4 1.3 57.9%
Effective tax rate .................. 37.6% 37.3% * *
Net income (loss) ..................... $ 3.0 $ 1.8 $ 1.2 67.8% $ (0.3) $ (2.7) $ 2.4 89.0%
Net income (loss) per share ........... $ 0.31 $ 0.17 $ 0.14 82.4% $ (0.03) $ (0.26) $ 0.23 88.5%
Net income excluding acquisition and
restructuring expenses* ............... $ 3.0 $ 3.9 $ (0.9) (22.9%) $ 6.2 $ 7.8 $ (1.6) (20.5%)
Net income per share excluding
acquisition and restructuring expenses $ 0.31 $ 0.37 $ (0.06) (16.2%) $ 0.64 $ 0.74 $ (0.10) (13.5%)
- ---------------------------------------------------------------------------------------------------------------------------------
*Refer to Taxes and Net Income below
</TABLE>
Revenue
Worldwide revenue for the second quarter of 1997 of $62.1 million decreased by
0.4% when compared to the same quarter last year. U.S. revenue declined 1.0% to
$40.2 million from $40.6 million in 1996 while International revenue increased
by 0.8% to $22.0 million from $21.8 million in the same quarter a year ago.
On a year-to-date basis, changes in revenue, when compared to the prior year,
closely matched results of the second quarter. Worldwide revenue decreased 0.4%
to $125.2 million in 1997 from $125.7 million in 1996. While U.S. revenue of
$80.3 million includes incremental sales of clinical information systems (CIS)
and the recently acquired AMS product line, revenue was down approximately 2%
from $82.1 million in 1996. These results reflect the continuing contraction of
the U.S. patient monitoring market. International revenue partially offset the
U.S. decline with an increase of 2.9% to $44.8 million in 1997 compared to
$43.6 million in 1996. International revenue represented 35.8% of worldwide
revenue for the first six months of 1997, compared to 34.7% for the same period
in 1996.
(8)
<PAGE> 9
Although international revenue has partially offset the declines in the U.S.
market, international markets are very competitive and revenue is volatile and
difficult to predict from quarter to quarter. Uncertainties also arise in the
timing of international revenue due to the need for foreign governmental
approvals and more complex international financing arrangements.
Gross Margin
Gross margin for the quarter and year-to-date was 50.1% of revenue in 1997
compared to 50.3% in both the second quarter and first six months of 1996.
While the Company is beginning to realize cost savings associated with the
consolidation of its manufacturing operations, these savings have been offset
by increasing pricing pressures in the highly competitive worldwide market. At
this time there is no evidence to suggest the aggressive pricing trend will not
continue.
Operating Expenses Excluding Acquisition and Restructuring Expenses
Operating expenses, excluding acquisition and restructuring expenses, consist
of selling, general and administrative, and research and development costs. In
total, these costs increased 2.7% to $26.3 million in the second quarter of
1997 from $25.6 million in the same period last year. Year-to-date these
expenses increased 1.4% to $52.6 million in 1997 compared to $51.9 million in
1996.
For the quarter, selling, general and administrative expenses also remained
relatively constant at $18.6 million in 1997 and $18.5 million in 1996.
Year-to-date these expenses remained relatively flat at $37.5 million and $37.4
million, representing 29.9% and 29.8% of year-to-date revenues in 1997 and
1996, respectively.
Research and development expenses were $7.7 million in the second quarter of
1997, an increase of 8.3% from $7.2 million incurred in the same quarter last
year. On a year-to-date basis, these expenses were $15.2 million in 1997 and
$14.5 million in 1996, an increase of 4.7%. The increased investment in
research and development results from higher levels of new product activity and
the addition of product development resources associated with the recent
acquisition of the AMS product line discussed below. As a percentage of
year-to-date revenue, research and development expenditures were 12.1% and
11.5% in 1997 and 1996, respectively, consistent with historic levels which
have typically ranged between 11% and 12% of revenue. Management expects this
level of expenditures to continue.
Acquisition and Restructuring Expenses
In the first quarter of 1997, the Company acquired $6.5 million of in-process
research and development relating to its acquisition of Advanced Medical
Systems (AMS) located in Hamden, Connecticut. AMS provides fetal monitors for
use in the doctor's office and in labor and delivery. AMS also provides a
point-of-care obstetrical information management system which helps to optimize
outcomes and productivity by automating the collection and reporting of data in
the obstetrical services department.
During the first quarter of 1996, the Company acquired $8.8 million of
in-process research and development related to its acquisition of JRS Clinical
Technologies, Inc. and its investment with DSA Systems.
(9)
<PAGE> 10
In the second quarter of 1996, the Company incurred pre-tax restructuring and
reorganization charges of $3.3 million which primarily related to the
relocation of its Chatsworth, California and Hillsboro, Oregon operations to
its new Redmond, Washington facility. Year-to-date 1996 restructuring and
reorganization expenses were $4.0 million. This consolidation was completed by
the end of 1996 and management anticipates annual cost savings of approximately
$2 million as a result of reduced labor, shipping and facilities costs once all
efficiencies are realized.
Other Income (Expense)
Net interest income for the second quarter of 1997 declined to $164,000 from
$506,000 in 1996. Year-to-date interest income totaled $330,000 in 1997 versus
$1.3 million in 1996. The decrease in net interest income is the result of
lower invested cash balances in 1997 and interest expense of $431,000
capitalized on the Company's new Redmond, Washington facility in 1996.
Also during the quarter, the Company recognized a $58,000 loss from foreign
currency exchange rate fluctuations compared to a $98,000 loss in the second
quarter of 1996. Year-to-date, the Company recognized foreign exchange losses
of $368,000 in 1997 and $174,000 in 1996, both resulting from the impact of the
strengthening U.S. dollar on the Company's foreign operations.
Taxes and Net Income
The effective tax rate was 37.6% in the second quarter of 1997 and 37.3% in the
second quarter of 1996 reflecting the mix of federal, state and foreign tax
rates. Year-to-date, the Company's income tax expense of $3.7 million was
greater than pre-tax income of $3.4 million as a result of the acquired
in-process research and development charge which is non-deductible for tax
purposes. In 1996, the Company incurred income tax expense of $2.4 million on a
pre-tax loss of $350,000 because a substantial portion of acquired in-process
research and development costs incurred in the first quarter of 1996 was not
deductible for tax purposes. As a result, the Company's year-to-date effective
tax rates for 1997 and 1996 were not meaningful.
Net income for the second quarter of 1997 was $3.0 million or $0.31 per share.
In 1996, excluding pre-tax restructuring and reorganization charges of $3.3
million, net income for the second quarter was $3.9 million or $0.37 per
share. Including these charges in the second quarter of 1996 the Company
generated net income of $1.8 million or $0.17 per share.
On a year-to-date basis, the Company generated net income of $6.2 million or
$0.64 per share excluding the acquired in-process research and development
charge of $6.5 million. Year-to-date 1996, the Company generated $7.8 million
or $0.74 per share excluding restructuring and reorganization charges of $4.0
million and the $8.8 million pre-tax charge related to the acquisition of
in-process research and development. Including these charges, the Company
incurred a net loss of $297,000 or $0.03 per share for the first six months of
1997 compared to a net loss of $2.7 million or $0.26 per share for the first
six months of 1996.
(10)
<PAGE> 11
<TABLE>
<CAPTION>
CAPITAL RESOURCES & LIQUIDITY
------------------------------------------
June 28, December 27, Dollar Percent
(dollars in millions) 1997 1996 Change Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash and short-term investments $ 23.2 $ 32.1 $ (8.9) (27.8%)
Marketable securities ......... 10.4 -- 10.4 --
Working capital ............... 128.3 131.7 (3.4) (2.6%)
Long-term debt ................ 13.1 13.5 (0.4) (2.8%)
Shareholders' equity .......... 189.4 196.3 (6.9) (3.5%)
</TABLE>
Capital Resources and Liquidity
At June 28, 1997, cash and short-term investments totaled $23.2 million
compared to $32.1 million at December 27, 1996. The short-term investment
portfolio is invested among diversified security types and issuers, and it does
not include any derivative products.
During the first six months of 1997 the Company generated $12.5 million in cash
from operations, excluding cash paid to acquire in-process research and
development, compared to $16.7 million during the same period in 1996.
Including in-process research and development expenditures, the Company
generated $6.0 million from operations during the first six months of 1997.
Significant investing and financing activities during the first six months of
1997 included $5.3 million in property plant and equipment acquisitions, the
previously announced investment in Tempus Software, Inc. for $4.0 million and
the repurchase of 326,700 shares of the Company's common stock for $7.0
million.
The Company continues to make monthly payments of $62,500 on its outstanding
long-term debt of $13.1 million, which is due in total in December, 2002.
Interest on this debt accrues at 6.66%. The Company has available $16.0
million of domestic lines of credit as well as several small credit lines to
meet the operating requirements of its international subsidiaries.
The Company currently holds an investment in Physio-Control International, Inc.
(Physio) common stock in the amount of 705,952 shares. Restrictions on the
sale of these shares have lapsed and these shares are available to be converted
to cash if the Company so elects.
As previously announced, the Company has entered into a definitive agreement to
acquire Burdick, Inc. subject to certain government approvals and other
customary closing conditions. The acquisition is expected to close in the third
or early fourth quarter of 1997 and will cost approximately $50 million in cash
to be funded entirely with debt for which the Company has received commitments
from its primary lender.
(11)
<PAGE> 12
Management believes that existing cash and short-term investments, marketable
securities and cash flow from operations, together with available credit lines,
will continue to be sufficient to meet ongoing operating requirements as well
as the Company's investment in capital additions and research and development
activities. In connection with research and development, cash may be used from
time to time to acquire technology or to fund strategic ventures.
Under the share repurchase program approved by the Board of Directors, the
Company has 1,141,100 shares available for repurchase. Shares acquired under
the repurchase program are being used to service the Company's various employee
benefit plans and may be used for other purposes the Company deems appropriate.
Forward Looking Information
Private Securities Litigation Reform Act of 1995 Compliance Statement:
Statements contained in this report that are not based on historical facts are
forward-looking statements subject to uncertainties and risks including, but
not limited to: product and service demand and acceptance, economic conditions,
changing market dynamics, the impact of competition and pricing, capacity and
supply constraints or difficulties, and other risks detailed in the Company's
Securities and Exchange Commission filings.
PART II.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of Spacelabs Medical, Inc.'s shareholders was held on May 8,
1997. The following proposals were submitted to a vote:
a) The election of seven directors, each to hold office for a term of one year,
each of whom were previously a director of SpaceLabs Medical, Inc. This
proposal passed with the following number of votes:
<TABLE>
<CAPTION>
Affirmative Abstentions
----------- -----------
<S> <C> <C>
Gilbert W. Anderson 8,373,682 352,484
Thomas J. Dudley, D.B.A. 8,373,029 353,137
Harvey Feigenbaum, M.D. 8,372,298 353,868
Dennis C. Fill 8,373,624 352,542
Carl A. Lombardi 8,374,390 351,776
Phillip M. Nudelman, Ph.D. 8,373,485 352,681
Harry Woolf, Ph.D. 8,370,954 355,212
</TABLE>
b) Ratification of the appointment of KPMG Peat Marwick LLP as auditors for
SpaceLabs Medical, Inc. for 1997. This proposal passed with 8,709,466
affirmative votes, 10,220 negative votes, and 6,480 abstentions.
(12)
<PAGE> 13
SIGNATURE
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.
SPACELABS MEDICAL, INC.
(Registrant)
DATE: August 8, 1997 BY: /s/ Carl A. Lombardi
-------------------------------------
Carl A. Lombardi
Chairman of the Board and
Chief Executive Officer
BY: /s/ James A. Richman
-------------------------------------
James A. Richman
Vice President and
Corporate Controller
(13)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-26-1997
<PERIOD-START> DEC-28-1996
<PERIOD-END> JUN-28-1997
<CASH> 23,156
<SECURITIES> 10,390
<RECEIVABLES> 57,368
<ALLOWANCES> 1,702
<INVENTORY> 60,947
<CURRENT-ASSETS> 173,105
<PP&E> 119,608
<DEPRECIATION> 57,194
<TOTAL-ASSETS> 251,853
<CURRENT-LIABILITIES> 44,812
<BONDS> 13,125
0
0
<COMMON> 113
<OTHER-SE> 189,336
<TOTAL-LIABILITY-AND-EQUITY> 251,853
<SALES> 125,160
<TOTAL-REVENUES> 125,160
<CGS> 62,506
<TOTAL-COSTS> 62,506
<OTHER-EXPENSES> 59,227
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,427
<INCOME-TAX> 3,724
<INCOME-CONTINUING> (297)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (297)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
