-----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, RXLy/sVgEQ72yD0Pbbllrd3lXq2pYtauq5zLwSQ4Rg2b8S2BS60Qq3GhWTSF8O6d 7STfRXjBaUhBDT2D2740UQ== 0001125282-03-002996.txt : 20030425 0001125282-03-002996.hdr.sgml : 20030425 20030425110510 ACCESSION NUMBER: 0001125282-03-002996 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 03663778 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 8-K 1 b324472_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 24, 2003 -------------- DATASCOPE CORP. -------------------- (Exact name of registrant as specified in its charter) Delaware 0-6516 13-2529596 -------------------- ------------ -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 14 Philips Parkway Montvale, New Jersey 07645-9998 -------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (201) 391-8100 -------------- Item 9. Information Provided Under Item 12 (Results of Operations and Financial Condition) The following information is furnished pursuant to Item 12, "Results of Operations and Financial Condition." On April 24, 2003, Datascope Corp. issued a press release announcing the company's earnings for the quarter ended March 31, 2003. A copy of the release is furnished as Exhibit 99.1 of this Form 8-K. 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, hereunto duly authorized. DATASCOPE CORP. Registrant By: /s/ Fred Adelman ----------------------- Chief Accounting Officer and Corporate Controller Dated: April 25, 2003 EXHIBIT INDEX Exhibit 99.1 Earnings Release of Datascope Corp. dated April 24, 2003 EX-99.1 3 b324472_ex99-1.txt EARNINGS RELEASE OF DATASCOPE Exhibit 99.1 PRESS RELEASE For Information Contact: Murray Pitkowsky Senior VP and CFO Datascope Corp. 14 Philips Parkway Montvale, NJ 07645 (201) 307-5504 FOR IMMEDIATE RELEASE: Datascope Reports Higher Third Quarter 2003 Results Montvale, New Jersey, April 24, 2003 ... Datascope Corp. (Nasdaq: DSCP) reported net earnings for the third quarter of $6.4 million, 6% higher year-over-year, and equivalent to earnings of 43 cents per share versus 40 cents per share last year. Sales rose to $84.7 million, 4% above year-ago sales of $81.4 million. Sales in the third quarter benefited from favorable foreign exchange translation in the amount of $2.3 million. In the nine months ended March 31, 2003, net earnings were $17.0 million or $1.15 per share, compared with net earnings of $7.7 million or 51 cents per share in the year-ago period. The nine month earnings for fiscal 2003 included a special gain recorded earlier this year of $3.0 million pretax, equivalent to 13 cents per share. Earnings for the nine month period last year included restructuring charges of $11.5 million pretax, equivalent to 63 cents per share. Sales in the nine month period rose 4% to $239.2 million compared to $230.6 million a year ago. Sales in the nine month period benefited from favorable foreign exchange translation in the amount of $4.4 million. The company stated that the sales increase in the third quarter was achieved despite sharply reduced sales of VasoSeal(R) products which were more than offset by sales growth in all other businesses. In the third quarter, sales of VasoSeal arterial puncture sealing devices decreased 28% to $9.7 million, as strong competitive pressures in the market continued. During the quarter, the company introduced the Elite(TM) product, the next-generation VasoSeal, and began shipments to a limited number of hospitals. While application of prior generation VasoSeal products has been largely restricted to diagnostic cases, many of the Elite customers have begun using Elite for interventional cases as well. User response to Elite has been very favorable and suggests that this product will improve VasoSeal's competitive position. The company noted, however, that production problems that arose shortly after manufacturing of Elite began have interrupted the company's ability to manufacture and fill customers' orders and delayed the full market launch of VasoSeal Elite. The company believes that the manufacturing problems have been resolved and plans for shipments to restart in June. However, the company estimates that the Elite production problems and associated sales shortfall will have an adverse effect on fourth quarter earnings per share of approximately 16 cents. Sales of patient monitoring products rose 9% to $35.1 million in the third quarter, driven by increased sales of wireless central monitoring systems, Masimo SET(R)(1) pulse oximetry sensors and Accutorr(R) Plus noninvasive blood pressure monitors. Shipments of the new Anestar(TM) anesthesia delivery system also contributed to the sales increase. During the third quarter the company introduced the Spectrum(TM) and Trio(TM) multi-function patient monitors. The Spectrum monitor is a battery-powered, portable bedside monitor for the high-end, critical care market, a $650 million market segment. The Trio is a compact and highly portable monitor with applications in a wide variety of hospital and outpatient settings. It is aimed at price sensitive markets such as surgery centers, general hospital applications and international markets. The Trio should enable Datascope to expand its share of an estimated $80 million low cost monitor market. Shipments of Spectrum in the U.S. and to international markets began in the third quarter. Shipments of Trio to international markets began in the third quarter and U.S. sales are expected to begin in the first half of fiscal 2004 when FDA market clearance is expected. Cardiac assist product sales increased 14% to $31.6 million in the third quarter, reflecting strong worldwide sales of intra-aortic balloon pumps, higher international sales of balloon (IAB) catheters, the favorable effect of foreign exchange translation and comparison to a weak third quarter last year. Sales of IAB catheters to the company's distributor in Japan increased in the third quarter, after declining in the first and second quarters, as the distributor resumed its normal purchasing patterns. Sales of the new, premium-priced Fidelity(TM) 8 Fr. IAB catheter continued to grow, accounting for 51% of total IAB catheter sales in the third quarter. Sales of InterVascular, Inc. increased 4% to $7.9 million in the third quarter, primarily reflecting the positive effect of a weaker U.S. dollar on international sales in direct markets, increased sales of the InterGard Silver(TM) anti-microbial graft in Europe and a modest increase in U.S. sales. As reported in our last quarterly press release dated January 23rd, consistent with our objective to produce consistent value for shareholders on a long as well as a short-term basis, Datascope will discontinue its practice of offering earnings forecasts at the end of the current fiscal year. For the fourth quarter, the company expects earnings per share in the range of 40-44 cents. On May 16, 2001, Datascope announced that its Board of Directors authorized $40 million to buy shares of its common stock from time to time, subject to market conditions and other relevant factors affecting the company. To date the company has repurchased approximately 422 thousand shares at a cost of $17.1 million. The remaining balance under the existing share repurchase program is $22.9 million. Datascope's news releases and other company information, including specifics about its April 25, 2003 conference call and webcast (at noon, Eastern Daylight Time, call in number: 800-289-0494), can be found on the company's website, www.datascope.com. Datascope Corp. is a diversified medical device company that manufactures (itself or through agreements with unaffiliated companies) and markets proprietary products for clinical health care markets in interventional cardiology and radiology, cardiovascular and vascular surgery, anesthesiology, emergency medicine and critical care. - -------- (1) Masimo SET is a registered trademark of Masimo Corp. This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements as a result of many important factors. Many of these important factors cannot be predicted or quantified and are outside our control, including the possibility that the restart of shipments of Elite will be delayed beyond June because production problems have not been resolved, that sales of Elite will not improve VasoSeal's competitive position, that FDA clearance will not be received in time to begin sales of the new Trio monitor in the first half of fiscal 2004, market conditions may change, particularly as the result of competitive activity in the Cardiac Assist, Vascular Sealing and other markets served by the company, the company's dependence on certain unaffiliated suppliers (including single source manufacturers) for Patient Monitoring, Cardiac Assist and VasoSeal products and the company's ability to gain market acceptance for new products. Additional risks are the ability of the company to successfully introduce new products, continued demand for the company's products generally, rapid and significant changes that characterize the medical device industry and the ability to continue to respond to such changes, the uncertain timing of regulatory approvals, as well as other risks detailed in documents filed by Datascope with the Securities and Exchange Commission. *** Datascope Corp. and Subsidiaries Consolidated Statements of Earnings (In thousands, except per share amounts)
Nine Months Ended Three Months Ended March 31, March 31, ---------------------------- ---------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- Net Sales $ 239,200 $ 230,600 $ 84,700 $ 81,400 --------- --------- --------- --------- Costs and Expenses: Cost of sales 100,542 94,961 35,968 34,867 Research and development expenses 21,787 18,843 7,495 6,947 Selling, general and administrative expenses 95,568 92,824 32,250 31,179 Gain on legal settlement (A) (3,028) -- -- -- Restructuring charges (B) -- 11,463 -- -- --------- --------- --------- --------- 214,869 218,091 75,713 72,993 --------- --------- --------- --------- Operating Earnings 24,331 12,509 8,987 8,407 Other (Income), net (975) (1,026) (383) (389) --------- --------- --------- --------- Earnings Before Taxes on Income 25,306 13,535 9,370 8,796 Taxes on Income 8,260 5,880 2,999 2,770 --------- --------- --------- --------- Net Earnings $ 17,046 $ 7,655 $ 6,371 $ 6,026 ========= ========= ========= ========= Earnings Per Share, Basic $ 1.15 $ 0.52 $ 0.43 $ 0.41 ========= ========= ========= ========= Weighted Average Common Shares Outstanding, Basic 14,775 14,805 14,769 14,778 --------- --------- --------- --------- Earnings Per Share, Diluted $1.15 $0.51 $0.43 $0.40 ========= ========= ========= ========= Weighted Average Common Shares Outstanding, Diluted 14,840 15,099 14,818 14,950 --------- --------- --------- ---------
(A) The gain on legal settlement in FY 2003 of $3.0 million pretax, equivalent to $0.13 per diluted share, resulted from the settlement of patent infringement litigation against Vascular Solutions, Inc., net of related expenses. (B) Restructuring charges recorded in FY 2002 were $11.5 million pretax, equivalent to $0.63 per diluted share. Datascope Corp. and Subsidiaries Consolidated Statements of Cash Flows (Dollars in thousands)
Nine Months Ended March 31, -------------------------- 2003 2002 -------- -------- Operating Activities: Net cash provided by operating activities $ 27,367 $ 8,827 -------- -------- Investing Activities: Capital expenditures (4,168) (5,171) Purchases of investments (43,885) (60,013) Maturities of investments 31,519 66,271 -------- -------- Net cash (used in) provided by investing activities (16,534) 1,087 -------- -------- Financing Activities: Treasury shares acquired under repurchase programs (657) (8,857) Exercise of stock options and other 253 899 Cash dividends paid (2,218) (2,217) -------- -------- Net cash used in financing activities (2,622) (10,175) -------- -------- Effect of exchange rates on cash (955) (101) -------- -------- Increase in cash and cash equivalents 7,256 (362) Cash and cash equivalents, beginning of period 5,548 5,545 -------- -------- Cash and cash equivalents, end of period $ 12,804 $ 5,183 ======== ========
Datascope Corp. and Subsidiaries Consolidated Balance Sheets (In thousands)
March 31, June 30, 2003 2002 --------- --------- Assets Current Assets: Cash and cash equivalents $ 12,804 $ 5,548 Short-term investments 27,551 15,817 Accounts receivable less allowance for doubtful accounts of $1,845 and $1,159 70,211 79,400 Inventories 55,159 51,930 Prepaid expenses and other current assets 14,627 14,874 --------- --------- Total Current Assets 180,352 167,569 Property, Plant and Equipment, net of accumulated depreciation of $66,550 and $61,622 89,128 89,897 Long-Term Investments 31,157 30,525 Other Assets 31,008 28,031 --------- --------- $ 331,645 $ 316,022 ========= ========= Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 16,330 $ 15,258 Accrued expenses 14,898 16,393 Accrued compensation 12,922 13,218 Deferred revenue 3,984 4,459 --------- --------- Total Current Liabilities 48,134 49,328 Other Liabilities 16,176 15,716 Stockholders' Equity Preferred stock, par value $1.00 per share: Authorized 5 million shares; Issued, none -- -- Common stock, par value $.01 per share: Authorized, 45 million shares; Issued, 17,741 and 17,724 shares 177 177 Additional paid-in capital 72,795 72,542 Treasury stock at cost, 2,972 and 2,946 shares (87,141) (86,484) Retained earnings 287,399 272,570 Accumulated other comprehensive loss (5,895) (7,827) --------- --------- 267,335 250,978 --------- --------- $ 331,645 $ 316,022 ========= =========
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