-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEaao4EmljQ1PVBof+kYlFLMFH6EWagMGVVlWvObgK1zB8/KyOJzAyNy8pzGc3fi +Od4G+02VjgKgRLcqXCNtA== 0000927016-96-000836.txt : 19960918 0000927016-96-000836.hdr.sgml : 19960918 ACCESSION NUMBER: 0000927016-96-000836 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHYSIO CONTROL INTERNATIONAL CORP \DE\ CENTRAL INDEX KEY: 0001003088 STANDARD INDUSTRIAL CLASSIFICATION: 3845 IRS NUMBER: 911673799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27242 FILM NUMBER: 96611749 BUSINESS ADDRESS: STREET 1: 11811 WILLOWS RD NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2068674331 MAIL ADDRESS: STREET 1: 11811 WILLOWS ROAD NE CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: PHYSIO CONTROL HOLDING CORP \DE\ DATE OF NAME CHANGE: 19951106 10-Q 1 FORM 10-Q PHYSIO-CONTROL INTERNATIONL CORPORATION 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q ---------------- (Mark One) X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange - - - Act of 1934 FOR THE QUARTER ENDED JUNE 30, 1996 OR Transition report pursuant to Section 13 or 15(d) of the Securities Exchange - - - Act of 1934 COMMISSION FILE NUMBER: 0-27242 PHYSIO-CONTROL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 91-1673799 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11811 WILLOWS ROAD N.E. REDMOND, WASHINGTON 98052 (Address of principal executive offices) (206) 867-4000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No _ _ As of July 19, 1996, there were 16,766,502 shares of the Registrant's Common Stock outstanding. ================================================================================ PHYSIO-CONTROL INTERNATIONAL CORPORATION 2 - - -------------------------------------------------------------------------------- FORM 10-Q JUNE 30, 1996
INDEX PAGE ----- ---- PART I. FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements . Consolidated Statements of Operations for the three months ended June 30, 1996 and 1995 and for the six months ended June 30, 1996 and 1995.......................................................3 . Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995........................................................4 . Consolidated Statement of Changes in Stockholders' Equity for the six months ended June 30, 1996.......................................5 . Consolidated Statements of Cash Flows for the six months ended June 30, 1996 and 1995.................................................6 . Notes to Consolidated Financial Statements...................................7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................................................9 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings..............................................................12 ITEM 4. Submission of Matters to a Vote of Security Holders............................12 ITEM 6. Exhibits and Reports on Form 8-K...............................................12
PHYSIO-CONTROL INTERNATIONAL CORPORATION 3
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - - ------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except share and per share data) ....................................................................................................... (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 1996 1995 1996 1995 -------------- ------------- ------------- ------------- Net sales $42,923 $36,817 $85,678 $73,538 Cost of sales 20,715 16,993 42,147 34,864 -------------- ------------- ------------- ------------- Gross profit 22,208 19,824 43,531 38,674 -------------- ------------- ------------- ------------- Research and development 4,569 4,740 9,207 8,792 Sales and marketing 8,042 7,677 15,837 14,198 General and administrative 3,077 2,643 6,119 6,348 Management consulting fees -- 984 -- 1,967 -------------- ------------- ------------- ------------- Operating expense 15,688 16,044 31,163 31,305 -------------- ------------- ------------- ------------- Interest expense (448) (716) (874) (1,537) Interest income 2 51 10 119 Other expense, net (184) (314) (468) (355) -------------- ------------- ------------- ------------- Income before income taxes 5,890 2,801 11,036 5,596 Income tax expense (2,003) (979) (3,753) (1,956) -------------- ------------- ------------- ------------- Net income $3,887 $1,822 $7,283 $3,640 -------------- ------------- ------------- ------------- Net earnings per common and common equivalent shares $0.22 $0.41 Weighted average number of common and common equivalent shares outstanding 17,934,734 17,901,956 Pro forma net earnings per common and common equivalent shares $0.12 $0.24 Pro forma weighted average number of common and common equivalent shares outstanding 15,759,194 15,406,218 - - -------------------------------------------------------------------------------------------------------
........................................................................... The accompanying notes are an integral part of these financial statements. PHYSIO-CONTROL INTERNATIONAL CORPORATION 4
- - -------------------------------------------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share data) .............................................................................................................. June 30, 1996 December 31, 1995 ----------------- ----------------- (Unaudited) ASSETS Current Assets Cash and cash equivalents $4,784 $4,575 Accounts receivable, net 32,577 27,130 Inventories 30,894 30,208 Prepaid income taxes --- 2,637 Prepaid expenses 1,414 1,044 Deferred income taxes 2,790 2,790 ----------------- ----------------- Total current assets 72,459 68,384 Noncurrent Assets Debt issue costs 128 151 Other assets 1,852 1,127 Deferred income taxes 3,124 3,124 Property, plant and equipment, net 8,947 5,714 ----------------- ----------------- Total assets $86,510 $78,500 ----------------- ----------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $10,076 $10,109 Accrued liabilities 17,778 23,103 Income taxes payable 189 --- ----------------- ----------------- Total current liabilities 28,043 33,212 ----------------- ----------------- Noncurrent Liabilities Long-term debt 22,344 16,211 Unfunded pension obligations 2,096 2,396 ----------------- ----------------- Total noncurrent liabilities 24,440 18,607 ----------------- ----------------- Commitments and contingencies (Note 5) Stockholders' Equity Preferred stock, par value $0.01 per share, 5,000,000 shares authorized, no shares issued or outstanding --- --- Common stock, voting, par value $0.01 per share, 40,000,000 shares authorized; 16,766,502 shares issued and outstanding 168 168 Additional paid-in capital 23,797 23,615 Retained earnings 10,042 2,759 Equity adjustment from foreign currency translation 20 139 ----------------- ----------------- Total stockholders' equity 34,027 26,681 ----------------- ----------------- Total liabilities and stockholders' equity $86,510 $78,500 - - -------------------------------------------------------------------------------------- -----------------
........................................................................... The accompanying notes are an integral part of these financial statements. PHYSIO-CONTROL INTERNATIONAL CORPORATION 5
- - ------------------------------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (dollars in thousands, except share data) ............................................................................................................................... (Unaudited) Equity Common Stock Adjustment (Voting) Additional from Foreign ------------------------ Paid-In Retained Currency Shares Dollars Capital Earnings Translation Total ---------- ------- ------------- -------- ------------ ----------- BALANCE AT DECEMBER 31, 1995 16,754,909 $168 $23,615 $2,759 $139 $26,681 Issuance of common shares 5,293 --- 106 --- --- 106 Stock issued upon exercise of options 6,300 --- 76 --- --- 76 Equity adjustment from foreign currency translation --- --- --- --- (119) (119) Net income --- --- --- 7,283 --- 7,283 ---------- ------- ------------- -------- ------------ ----------- BALANCE AT JUNE 30, 1996 16,766,502 $168 $23,797 $10,042 $20 $34,027 - - ---------------------------------------------- ------- ------------- -------- ------------ -----------
............................................................................ The accompanying notes are an integral part of these financial statements. PHYSIO-CONTROL INTERNATIONAL CORPORATION 6
- - --------------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) ............................................................................................................... (Unaudited) Six Months Ended June 30, 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $7,283 $3,640 Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities: Depreciation and amortization 630 791 Decrease (increase) in receivables (5,447) 19,223 Decrease (increase) in inventories (686) 2,550 Decrease in prepaid income taxes 2,637 --- Increase in prepaid expense and other assets (1,181) (186) Decrease in accounts payable (33) (3,200) Decrease in accrued and other liabilities (5,625) (4,455) Increase (decrease) in income taxes payable 189 (5,989) ------------ ------------- Net cash provided by (used in) operating activities (2,233) 12,374 ------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of net assets, net of cash acquired --- (2,044) Purchases of property, plant and equipment (3,754) (1,839) ------------- ------------- Net cash used in investing activities (3,754) (3,883) ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of common stock 182 --- Repayment of term debt --- (1,131) Borrowings under revolving debt 35,924 9,000 Repayments on revolving debt (29,791) (18,250) ------------- ------------- Net cash provided by (used in) financing activities 6,315 (10,381) ------------ ------------- Effect of exchange rate changes (119) 7 ------------- ------------ Increase (decrease) in cash and cash equivalents 209 (1,883) Cash and cash equivalents at beginning of period 4,575 5,229 ------------ ------------ Cash and cash equivalents at end of period $4,784 $3,346 - - ---------------------------------------------------------------------------------------------- ------------
............................................................................ The accompanying notes are an integral part of these financial statements. PHYSIO-CONTROL INTERNATIONAL CORPORATION 7 - - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (dollars in thousands) ................................................................................ (Unaudited) NOTE 1. GENERAL The consolidated financial statements of Physio-Control International Corporation (the "Company") at June 30, 1996 and for the three and six month periods then ended are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The consolidated financial statements should be read in conjunction with the Company's Annual Report to Shareholders incorporated by reference on Form 10-K for the fiscal year ended December 31, 1995. The results of operations for the three and six month periods ended June 30, 1996 are not necessarily indicative of the results for the entire fiscal year ending December 31, 1996. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Earnings Per Share Net earnings per common and common equivalent share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock. Fully diluted net earnings per common and common equivalent share is not materially different from primary net earnings per common and common equivalent share and is therefore not presented. As a result of the changes in the Company's capital structure effective with the initial public offering in December 1995, historical earnings per common share amounts would not be meaningful and therefore, have not been presented in these financial statements for the three and six month periods ended June 30, 1995. Pro forma Earnings Per Share For purposes of calculating pro forma net earnings per share, the weighted average number of shares outstanding has been calculated giving retroactive effect to the equity recapitalization described in Note 11 of the Company's Annual Report to Shareholders incorporated by reference on Form 10-K for the fiscal year ended December 31, 1995. Recent Accounting Pronouncement During October 1995, the Financial Accounting Standards Board issued FAS 123, "Accounting for Stock-Based Compensation", which established financial accounting and reporting standards for stock-based employee compensation plans and for the issuance of equity instruments to acquire goods and services from nonemployees. The Company has not determined its method of adoption for the fiscal year ended December 31, 1996. PHYSIO-CONTROL INTERNATIONAL CORPORATION 8 - - -------------------------------------------------------------------------------- NOTE 3. INVENTORIES Inventories consist of the following:
June 30, 1996 December 31, 1995 -------------------- ----------------- Finished products $19,942 $16,504 Purchased parts and assemblies in process 6,967 7,884 Service parts 8,700 9,507 -------------------- ----------------- 35,609 33,895 Less-Inventory allowances (4,715) (3,687) -------------------- ----------------- Total inventories $30,894 $30,208 -------------------- -----------------
NOTE 4. STOCK OPTIONS On January 30, 1996, the Company authorized the granting of 474,000 stock options with an exercise price of $20.50 to 188 employees under the 1996 Stock Incentive Plan. All option grants were at the fair-market value on that date and vest in equal installments over a five-year period. In addition, on May 23, 1996, the Company authorized the granting of 24,000 stock options with an exercise price of $19.75 to certain other employees. All option grants were at the fair-market value on that date and vest in equal installments over a five year period. NOTE 5. COMMITMENTS AND CONTINGENCIES LITIGATION The Company has been named as a defendant in several product and employment lawsuits. The Company has provided for its estimated exposure, including costs of litigation with respect to all liability claims. The Company's estimates of these expenses are based primarily on historical claims experience. The Company expects the cash amounts related to these accruals to be paid out over the next several years. The majority of the costs associated with defending and disposing of these suits are covered by insurance. The Company's estimates of insurance recoveries are based on existing deductibles and coverage limits. Further, product liability claims may be asserted in the future for events not currently known by management. Although the ultimate liability from these potential claims cannot be ascertained at June 30, 1996, management does not anticipate that any related settlement, after consideration of potential insurance recovery, would have a material adverse effect on the Company's financial position, operating results or cash flows. On November 13, 1995, the Company initiated litigation in Washington State Court against Heartstream, Inc. ("Heartstream"), a company recently formed to develop defibrillators and certain individuals who were formally employed by the Company and are founders of and current employees of Heartstream. The Company's claims are based on its belief that Heartstream and such individuals have, among other things, misappropriated certain of the Company's intellectual property and that such individuals have breached contractual obligations to the Company. The Company received an answer to its complaint from Heartstream during December 1995. In its answer, Heartstream denies the Company's claims and alleges certain counterclaims against the Company for, among other things, monopolization of the industry and tortuous interference with business opportunities and seeks monetary damages in excess of $10 million. The parties are currently conducting discovery in this litigation. If the Company does not prevail in this litigation or otherwise successfully resolve its claims, its ability to design and market certain future products may be adversely affected. In addition, if a court were to find in favor of Heartstream on its counterclaims, the Company could be held liable for significant damages. PHYSIO-CONTROL INTERNATIONAL CORPORATION 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - - ------------------------------------------------------------------------------- RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1996 AND 1995 The Company reported worldwide sales of $42.9 million during the second quarter of 1996, reflecting an increase of $6.1 million or 17% from the comparable 1995 period. Domestic sales for the 1996 quarter aggregated $33.2 million, up 30% from the comparable 1995 quarter; however, international sales totaling $9.7 million were down 14% from 1995 (an unusually large Danish order shipped during the comparable prior year period). The overall increase in revenue is due to increased product orders, an increase in service revenue resulting from the Company's ever increasing installed base, as well as higher sales of supplies which include disposable and accessory sales. During the second quarter of 1996, the Company reported product orders of $32.3 million, up $2.6 million or 9% from the comparable 1995 period. The increase in product orders resulted primarily from domestic market share gains as well as a strong continuing demand for the Company's LIFEPAK(R) 11 products. In late December 1995, the Company received clearance from the FDA to market the LIFEPAK 11 defibrillator/pacemaker and began shipping the device during 1996. Gross profit increased $2.4 million or 12% during the second quarter of 1996 from $19.8 million in the comparable 1995 period to $22.2 million. As a percentage of sales, gross profit decreased, from 54% in the comparable prior year period to 52% during the current period. The decrease in gross margin is primarily attributed to the Company's aggressive marketing approach aimed at capturing additional market share as well as a changing product mix. Research and development ("R&D") expenditures for the second quarter of 1996 decreased 4% to $4.6 million from $4.8 million in the comparable 1995 period. The decrease was primarily due to a reduction in the use of temporary labor by the Company during the second quarter of 1996. Other R&D expenses remained consistent with the comparable 1995 period as the Company continued to develop new products and conduct ongoing research for the development of future products. Selling, general and administrative ("SG&A") expenses in the second quarter of 1996 increased $0.8 million or 8% from the comparable prior year period. The increase resulted from costs incurred to further develop and expand the Company's direct sales and service operations in Europe. As a percentage of sales, however, SG&A expenses decreased from 28% during the comparable 1995 period to 26% during the current quarter as domestic SG&A expenses remained relatively constant over both periods despite an increase in consolidated revenues in 1996. Management consulting fees payable to Bain Capital, Inc. decreased $1.0 million from the comparable quarter of 1995. The management consulting agreement was terminated during 1995 and the fees associated with the contract are not applicable during 1996. Other expenses decreased $0.4 million to $0.6 million, from $1.0 million during the comparable 1995 period. The decrease was primarily due to lower interest expense resulting from (i) reduction of the Company's debt in December 1995, and (ii) lower interest rates obtained as a result of refinancing the Company's debt in December 1995. As a result of the above factors, 1996 second quarter net income was $3.9 million, an increase of $2.1 million, or 113% from the comparable 1995 period. PHYSIO-CONTROL INTERNATIONAL CORPORATION 10 - - -------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 1996 AND 1995 For the six months ended June 30, 1996, the Company reported worldwide sales of $85.7 million compared with sales of $73.5 million in the comparable 1995 period, an increase of $12.2 million or 17%. Domestic sales were up $12.4 million while international sales were down slightly ($0.3 million or 1.5%) from the comparable 1995 period due primarily to an unusually large 1995 Danish order. Overall, sales were higher in the current six month period due primarily to increased demand for the Company's family of LIFEPAK products, an overall increase in service revenue, and a significant increase in sales of supplies which include accessories and disposable products. During the six months ended June 30, 1996, product orders totaled $67.8 million, an increase of 11% over the comparable prior year period. The increase resulted from market share gains and strong demand for the LIFEPAK 11 product (defibrillator introduced in early 1996). Gross profit increased $4.9 million or 13% for the six month period ended June 30, 1996 to $43.6 million from $38.7 million during the comparable 1995 period. As a percentage of sales, gross profit decreased from 53% in the prior year period to 51% in the 1996 period, largely as a result of the Company's aggressive trade-in programs aimed at increasing market share and changes in product mix. R&D expenses for the six months ended June 30, 1996 increased $0.4 million or 5% over the comparable period in 1995. As a percentage of sales, R&D expenses declined to 11% in 1996 from 12% in 1995. SG&A expenses for the first half of 1996 increased over the comparable 1995 period by $1.4 million, or 7%. As a percentage of sales, SG&A expenses decreased from 28% in the prior year period to 26% in the six months ended June 30, 1996. The increase is attributable to costs incurred to further develop the Company's direct sales and service operations in Europe, as well as selling expense related to higher sales volume in the current six month period. Management consulting fees payable to Bain Capital, Inc. decreased $2.0 million from the comparable 1995 period. During 1995, the management consulting agreement was terminated and the fees associated with the contract are not applicable in 1996. Other expenses decreased $0.5 million to $1.3 million during the six months ended June 30, 1996 from $1.8 million in the comparable 1995 period. This decrease was primarily due to lower interest expense resulting from (i) reduction of the Company's debt and (ii) lower interest rates obtained as a result of refinancing the Company's debt in December 1995. As a result of the above factors, 1996 net income increased $3.7 million, or 100% from the comparable prior year period, from $3.6 million to $7.3 million during the six months ended June 30, 1996. LIQUIDITY AND CAPITAL RESOURCES For the six months ended June 30, 1996, the Company used $2.2 million in cash to finance operations. The use of working capital funds was primarily attributable to increased sales volume, evidenced by the increase in accounts receivable, partially offset by the increase in net income. PHYSIO-CONTROL INTERNATIONAL CORPORATION 11 - - -------------------------------------------------------------------------------- Cash used for investing activities for the six months ended June 30, 1996 totaled $3.8 million which relates to capital expenditures. Consistent with the first quarter of 1996, primary capital expenditures during the current quarter included purchases of computer equipment, research equipment, and tooling for new products. The Company currently has no capital commitments outside the ordinary course of business. The Company's principal working capital requirements are financing accounts receivable and inventories. At June 30, 1996, the company had net working capital of $44.4 million, including accounts receivable of $32.6 million, inventories of $30.9 million, accounts payable of $10.1 million, and other accruals of $17.8 million. During December 1995, the Company refinanced its existing indebtedness and entered into the Amended and Restated Credit Agreement ("the Credit Agreement"), which provides for a revolving credit facility ("the Revolver") not to exceed $30.0 million. The revolver bears interest, at the Company's option, at either (i) the lender's base rate (the higher of such lender's prime rate or the federal funds rate plus 0.5%) or (ii) LIBOR plus 1.0%. Such rates are subject to increase in the event that the Company does not meet certain leverage and interest coverage ratios. At June 30, 1996, the average interest rate on amounts outstanding under the Revolver was 6.25%. The Company's indebtedness under the Revolver is secured by a first priority interest in and lien on all of the assets of Physio-Control Corporation ("PCC"), a pledge by the Company on all of the outstanding common stock of PCC and 65% of the outstanding stock of PCC's subsidiaries and other guaranties and pledges as defined in the Credit Agreement. The Credit Agreement includes various affirmative and negative covenants which require, among other things, that the Company maintain certain debt to equity and net worth ratios, limitations on capital expenditures, restrictions on the declaration and payment of dividends and minimum earnings before income taxes, depreciation and amortization. At June 30, 1996, the Company had borrowing availability of approximately $10.2 million under the Revolver and was in compliance with all related loan covenants of the Credit Agreement. In addition, the Company has subordinated notes payable to Eli Lilly and Company totaling $2.5 million which originated in the acquisition of Physio-Control Corporation and certain foreign operations. Notes with a principal balance totaling $1.5 million mature on January 31, 2001 and bear interest at LIBOR plus 3.25%. A note with a principal balance of $1.0 million matures November 15, 1998 and bears interest at LIBOR plus 3.0%. The Company believes that, based upon current levels of operations and anticipated growth, funds generated from operations, together with other available sources of liquidity, including borrowings under the Revolver, will be sufficient over the next twelve months for the Company to make anticipated capital expenditures and fund working capital requirements. Approximately 25% of the Company's sales in the first half of 1996 were to international customers and the Company expects that sales to international customers will continue to represent a material portion of its sales. Certain of the Company's international receivables are denominated in foreign currencies, and exchange rate fluctuations impact the carrying value of these receivables. Historically, fluctuations in foreign currency exchange rates have not had a material effect on the Company's results of operations and the Company does not expect such fluctuations to be material in the foreseeable future. PHYSIO-CONTROL INTERNATIONAL CORPORATION 12 PART II. OTHER INFORMATION - - -------------------------------------------------------------------------------- ITEM 1. LEGAL PROCEEDINGS There have been no material changes in the litigation reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed on March 29, 1996 except as reflected in the discussion under Note 5 of the Notes to Consolidated Financial Statements in Part I, Item 1, above. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's Annual Meeting of Shareholders held on May 23, 1996, the following actions were taken: 1. Election of Nominated Directors: For: 14,325,246 Withheld: 182,760 ---------- ------- 2. Ratification of Price Waterhouse as Independent Auditors For: 14,503,748 Against: 1,545 Abstain: 2,713 ---------- ----- -----
No other matters were submitted to or actions taken by the shareholders at said Annual Meeting. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit No. Description of Exhibit - - ---------- ---------------------- 27.1 Financial Data Schedule No reports on Form 8-K were filed during the quarter ended June 30, 1996. SIGNATURES - - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized to sign on behalf of the registrant and as the principal financial officer thereof. Dated: August 12, 1996 PHYSIO-CONTROL INTERNATIONAL CORPORATION By /s/ Joseph J. Caffarelli ------------------------------------- Joseph J. Caffarelli Executive Vice President and Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 4,784 0 32,577 0 30,894 72,459 8,947 0 86,510 28,043 0 0 0 168 33,859 86,510 85,678 85,678 42,147 42,147 31,163 0 874 11,036 3,753 7,283 0 0 0 7,283 .41 0
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