-----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, HGiDDSXerilK1NMB92rq+pT5NH2qz2K8C7iDz+ECblCY33aweuG+peGBYHNYLB3K xlep3dhYWMONmOcY7IpNrg== 0001125282-04-005370.txt : 20041029 0001125282-04-005370.hdr.sgml : 20041029 20041029115028 ACCESSION NUMBER: 0001125282-04-005370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 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: 041104932 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 b401906_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) October 28, 2004 -------------------- 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 -------------------- CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS: |_| WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT |_| SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT |_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE ACT |_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE ACT Item 2.02 Results of Operations and Financial Condition On October 28, 2004, Datascope Corp. issued a press release announcing its financial results for the first quarter of fiscal 2005. A copy of the release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits: 99.1 Press release announcing Datascope Corp.'s earnings for first quarter ended September 30, 2004, filed October 28, 2004. 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 ---------------------------- VP, Chief Accounting Officer and Corporate Controller Dated: October 29, 2004 EXHIBIT INDEX Exhibit No. 99.1 Press release announcing Datascope Corp.'s earnings for first quarter ended September 30, 2004, filed October 28, 2004. EX-99.1 2 b401906ex_99-1.txt PRESS RELEASE Exhibit No. 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 FIRST QUARTER 2005 RESULTS Montvale, New Jersey, October 28, 2004 . . . Datascope Corp. (Nasdaq: DSCP) reported net earnings for the first quarter of fiscal 2005 ended September 30, 2004, of $4.7 million, 12% higher than the comparable quarter last year. Earnings per diluted share were 31 cents versus 28 cents last year. Sales for the quarter increased 4% to $80.3 million from $77.1 million last year, with foreign exchange contributing $1.2 million of the increase. The increase in first quarter earnings was primarily attributable to increased sales and a higher gross profit margin. Research and Development expenses increased 20% to $8.6 million in the first quarter this year compared to $7.2 million last year, reflecting the company's continued increased investment in new product development. Sales of patient monitoring products increased 3% to $32.1 million, due to higher sales of the recently introduced Spectrum(TM) and Trio(TM) monitors, increased sales of Masimo SET(R)(1) pulse oximetry sensors and favorable foreign exchange translation of $0.4 million. Patient monitoring sales increased despite lower sales of central systems resulting from the transition to Datascope's new Panorama(TM) central monitoring system. Panorama was developed by Datascope and replaces a system that was purchased from an OEM supplier. First quarter shipments of Panorama increased substantially over the prior quarter and shipments are expected to continue to increase throughout the current fiscal year as additional software is released. Cardiac Assist product sales in the first quarter increased 14% to $32.5 million, as a result of higher shipments of balloon pumps and favorable foreign exchange translation of $0.4 million. Higher pump sales reflect continued strong worldwide demand for the new CS100(TM), Datascope's first fully automatic pump introduced in August 2003. Increased international shipments of balloon catheters also contributed to the sales increase. First quarter sales of Interventional Products were $7.8 million, 24% below a year ago, as sales of vascular closure devices continued to decrease. Combined sales of two new products introduced last year, Safeguard(TM) and ProLumen(TM), made a significant contribution to sales in the first quarter. Safeguard is a manual compression assist device and ProLumen is a new thrombectomy device to effectively clear blood clots from blocked dialysis access sites. As previously reported, in addition to new products being developed for the dialysis market, the company expects to introduce two new vascular closure products in this fiscal year with the objective of reversing the decline of its vascular closure sales. In the third quarter of fiscal 2005, the company plans to introduce X-Site(R), an innovative suture-based closure device, and during the second quarter the company expects to submit a PMA supplement to the FDA for a new innovative collagen-based vascular closure device. - --------------- (1) Masimo SET is a registered trademark of Masimo Corporation. Sales of InterVascular Inc.'s products were $7.6 million, 12% above last year, reflecting increased shipments to international distributors, shipments to a new OEM distributor and favorable foreign exchange of $0.3 million. At the European Society for Vascular Surgery meeting in September 2004, InterVascular introduced a newly approved method for applying the antibiotic rifampicin to InterVascular's grafts and patches, a development that is expected to strengthen InterVascular's competitive position in Europe. Labeling incorporating the new method using rifampicin received the CE Mark in Europe in March 2004. The company's financial position remained strong at the end of the first quarter. As of September 30, 2004, total cash and short- and long-term marketable securities amounted to $81.3 million, compared to $69.4 million at June 30, 2004. Capital expenditures for the first quarter of fiscal 2005 amounted to $1.7 million compared to $0.8 million last year. On September 20, 2004, the Board of Directors declared a special dividend of $2.00 per share and an increase in the regular quarterly dividend to 7 cents per share from 5 cents per share. Both dividends, which amounted to $30.6 million, were paid on October 8, 2004 to shareholders of record on September 30, 2004. On May 16, 2001, the 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 708 thousand shares at a cost of $29.3 million. The remaining balance under the existing share repurchase program is $10.7 million. Datascope's news releases and other company information, including specifics about its October 29, 2004 conference call and webcast (at 12:00 noon, EDT, call in number: (800) 811-8824), 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. 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 risk that software releases will not be timely released and Panorama sales will not increase in fiscal 2005, the possibility that new product introductions in the Interventional Products division will not reverse the decline of vascular closure sales, that the newly approved method for applying the antibiotic rifampicin to InterVascular's grafts and patches will not strengthen InterVascular's competitive position in Europe, that market conditions may change, particularly as the result of competitive activity in the markets served by the company, the company's dependence on certain unaffiliated suppliers (including single source manufacturers) for Patient Monitoring, Cardiac Assist and Interventional 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 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) THREE MONTHS ENDED SEPTEMBER 30, --------------------------------------- 2004 2003 ------------------ ----------------- NET SALES $ 80,300 $ 77,100 -------- -------- Costs and Expenses: Cost of sales 31,952 31,878 Research and development expenses 8,636 7,223 Selling, general and administrative expenses 33,383 32,093 -------- -------- 73,971 71,194 -------- -------- OPERATING EARNINGS 6,329 5,906 Other (Income) Expense: Interest income (525) (386) Other, net 14 116 -------- -------- (511) (270) -------- -------- EARNINGS BEFORE TAXES ON INCOME 6,840 6,176 Taxes on Income 2,120 1,976 -------- -------- NET EARNINGS $ 4,720 $ 4,200 ======== ======== Earnings Per Share, Basic $ 0.32 $ 0.28 ======== ======== Weighted average common shares outstanding, Basic 14,792 14,770 ======== ======== Earnings Per Share, Diluted $ 0.31 $ 0.28 ======== ======== Weighted average common shares outstanding, Diluted 15,213 15,004 ======== ======== Datascope Corp. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts)
SEPT 30, JUNE 30, 2004 2004 --------------------- --------------------- ASSETS Current Assets: Cash and cash equivalents $ 10,988 $ 8,123 Short-term investments 19,421 16,013 Accounts receivable less allowance for doubtful accounts of $2,487 and $2,414 66,284 70,603 Inventories, net 55,165 52,858 Prepaid income taxes -- 10,042 Prepaid expenses and other current assets 9,536 8,529 Current deferred taxes 7,055 6,500 --------- --------- Total Current Assets 168,449 172,668 Property, Plant and Equipment, net of accumulated depreciation of $77,237 and $74,608 89,788 88,915 Long-term Investments 57,884 52,223 Intangible Assets 23,950 23,748 Other Assets 31,007 30,781 --------- --------- $ 371,078 $ 368,335 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 17,704 $ 16,982 Dividends payable 30,625 740 Accrued expenses 13,600 15,050 Accrued compensation 12,395 15,840 Deferred revenue 3,946 4,188 Income taxes payable 1,261 -- --------- --------- Total Current Liabilities 79,531 52,800 Other Liabilities 24,231 22,965 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, 18,104 and 18,044 shares 181 180 Additional paid-in capital 83,327 81,571 Treasury stock at cost, 3,310 and 3,254 shares (99,262) (97,177) Retained earnings 285,708 311,643 Accumulated other comprehensive loss: Cumulative translation adjustments (2,095) (2,502) Minimum pension liability adjustments (619) (619) Unrealized gain (loss) on available-for-sale securities 76 (526) --------- --------- Total Stockholders' Equity 267,316 292,570 --------- --------- $ 371,078 $ 368,335 ========= =========
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