-----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, WFEQQSehwG/PmpyR+WXEDfJ2AhGXym9Nf+lFNldGBxZEHt0RKl21Q7mxy0GcpfUF 8RsR79+w5SM2tityhxE+Gw== 0001125282-05-004091.txt : 20050804 0001125282-05-004091.hdr.sgml : 20050804 20050804110750 ACCESSION NUMBER: 0001125282-05-004091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050803 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 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: 05998103 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 b408117_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) August 3, 2005 ---------- ---------- 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 August 3, 2005, Datascope Corp. issued a press release announcing its results for the fiscal year ended 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 results for fiscal year ended June 30, 2005, filed August 3, 2005. 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: August 4, 2005 EXHIBIT INDEX Exhibit No. 99.1 Press release announcing Datascope Corp.'s results for fiscal year ended June 30, 2005, filed August 3, 2005. EX-99.1 2 b408117ex_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 www.datascope.com ----------------- FOR IMMEDIATE RELEASE: DATASCOPE REPORTS FISCAL 2005 RESULTS Montvale, New Jersey, August 3, 2005 . . . Datascope Corp. (Nasdaq: DSCP) reported earnings for fiscal year 2005 of $14.6 million, or $0.97 per share including special charges of $4.8 million after tax or $0.32 per share, and a one-time income tax expense of $2.0 million or $0.13 per share related to repatriation of $30 million of foreign earnings. Excluding the special charges and one-time tax, earnings were lower than last year by $2.5 million, or $0.16 per share. Earnings last year were $23.9 million or $1.58 per share. Earnings were lower principally due to the continued decline in sales of vascular closure devices and, as reported on July 19th, by lower earnings of the Patient Monitoring division in the fourth quarter. Consolidated sales in fiscal 2005 rose to $352.7 million from $343.3 million last year as increased sales in all other businesses more than offset the decline in sales of vascular closure devices. Favorable foreign exchange translation contributed $4.2 million to the sales increase. Special charges of $8.1 million pretax, or $4.8 million after tax, were recorded in the fourth quarter. These charges consisted of a $2.4 million write-off of tangible and intangible assets related to termination of certain R&D projects, a $4.3 million write-off of investments in two private medical technology companies and $1.4 million in severance expenses related to a companywide reduction in overhead. Subsequent to the company's July 19th announcement of special charges of $6.4 million, the company took an additional charge of $1.7 million to write off an investment in a second medical products company. The write-off was based on new information received from that company that the performance of their lead product in clinical trials was significantly below target and affected their ability to raise funds. Sales of patient monitoring products in fiscal 2005 increased 4% to $149.5 million due primarily to increased sales in international markets and favorable foreign exchange translation of $1.5 million. As previously disclosed, a delay in shipping Panorama(TM) monitoring network systems in the fourth quarter resulted in slightly lower domestic sales for the year. Sales of cardiac assist products increased 7% to $139.1 million due to continued strong worldwide sales of the company's CS100(R) balloon pump, continued higher sales of intra-aortic balloons in international markets and favorable foreign exchange translation of $1.6 million. In January 2005, the company broadened and strengthened the intra-aortic balloon product line when it introduced the Linear(TM) 7.5 Fr. intra-aortic balloon (IAB). The Linear 7.5 Fr. has the smallest diameter of any IAB catheter. Reducing IAB diameter is highly desirable because it allows more blood flow around the catheter thereby enabling clinicians to deliver counterpulsation therapy even to patients with smaller peripheral arteries. The Linear also features a new balloon membrane that is the most abrasion resistant of any IAB. Sales of interventional products were $27.9 million, 25% below last year. Sales of new interventional products led by Safeguard(TM) rose 104% to account for 17% of total interventional product sales, up from 6% the year before. This gain partially offset continued disappointing sales of VasoSeal(R) which fell to $22.4 million, off 35% for the year. The company expects to turn around the sales performance of interventional products by introducing two new vascular closure devices: X-Site(R) and On-Site(TM), and by the growing contributions of new interventional products that now include the Safeguard hemostasis management device, the ProLumen(TM) thrombectomy device and the ProGuide(TM) chronic dialysis catheter. Those innovative products which have already been introduced or are scheduled for introduction in the first half of fiscal 2006 will, if successful, lead to improved margins and earnings in the second half of the year. X-Site is a vascular closure device aimed at an estimated $100 million suture-based market segment for closing the arterial wound after a catheterization procedure. X-Site has FDA approval and is currently in use at Beta sites. As anticipated, X-Site is proving to have advantages over the competitive device. A limited market launch is planned for September, followed by a full launch in October. On-Site is a collagen-based vascular closure device aimed at first stabilizing and then growing sales to existing VasoSeal accounts. On-Site retains the extravascular advantage of VasoSeal but eliminates the need for a second operator and provides for wire-guided delivery of the collagen plug to seal the arterial wound. On-Site received FDA approval in late May 2005. Market launch is planned for early calendar 2006. The ProGuide chronic dialysis catheter, launched last month, is the latest of four new interventional products introduced over the past 2 years. ProGuide enters a worldwide market estimated at $100 million annually. Chronic dialysis catheters connect a patient with end stage renal disease to a dialysis machine and allow for needle-free access for the dialysis procedure. By using a guide wire and eliminating the peel-away sheath required by competitive catheters, the ProGuide provides easier insertion and makes the procedure more convenient according to early users. Sales of InterVascular, Inc.'s products were $34.6 million, 12% above last year, as a result of higher sales in the U.S. following the appointment of Gore as InterVascular's exclusive U.S. distributor, increased shipments to Japan and favorable foreign exchange translation of $1.0 million. Sales to Gore in the fourth quarter included $1.3 million for an initial stocking order. The company noted that the transition to Gore distribution was accomplished without disruption to the end user selling rate. The company's financial position remained strong. At June 30, 2005, total cash and short- and long-term marketable securities less short-term debt amounted to $56.4 million compared to $69.4 million at the beginning of the year. This reduction of $13 million and the company's positive cash flow funded the special dividend of $29.6 million paid in October 2004. Capital expenditures for fiscal 2005 and 2004 amounted to $6.7 million and $6.8 million, respectively. 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. Through June 30, 2005, the company has repurchased approximately 910 thousand shares at a cost of $35.2 million. The remaining balance under the existing share repurchase program is $4.8 million. Datascope's news releases and other company information, including specifics about its August 4, 2005 conference call and webcast (at 12:00 noon, EDT, call in number: (800) 289-0533), 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. Many of these risks cannot be predicted or quantified and are at least partly outside our control, including the risk that the full market launch of X-Site will not occur in October, that On-Site will not be launched in early calendar 2006, that the introduction of two new vascular closure devices, X-Site and On-Site, and the growing contributions of new interventional products will not turn around the sales performance of interventional products, that new interventional products already introduced or scheduled for introduction in the first half of fiscal 2006, may not be successful, and may not lead to improved margins and earnings in the second half of fiscal 2006, and that market conditions may change, particularly as the result of competitive activity in the markets served by the company. Additional risks are the company's dependence on certain unaffiliated suppliers (including single source manufacturers) for patient monitoring, cardiac assist and interventional 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)
YEAR ENDED JUNE 30, ----------------------------------------------------------------- 2005 2004 2003 ------------------ ------------------- ------------------ Net Sales $ 352,700 $ 343,300 $ 328,300 --------- --------- --------- Costs and Expenses: Cost of sales 147,256 140,481 138,153 Research and development expenses 36,214 32,465 29,034 Selling, general and administrative expenses 141,915 137,635 130,987 --------- --------- --------- Subtotal 325,385 310,581 298,174 Special charges (a) 8,074 -- -- Gain on legal settlement -- -- (3,028) --------- --------- --------- 333,459 310,581 295,146 --------- --------- --------- Operating Earnings 19,241 32,719 33,154 Other (Income) Expense: Interest income, net (1,927) (1,796) (1,582) Other, net 514 361 234 --------- --------- --------- (1,413) (1,435) (1,348) --------- --------- --------- Earnings Before Income Taxes 20,654 34,154 34,502 Income Taxes 6,008 10,246 11,203 --------- --------- --------- Net Earnings $ 14,646 $ 23,908 $ 23,299 ========= ========= ========= Earnings Per Share, Basic $ 0.99 $ 1.62 $ 1.58 ========= ========= ========= Weighted Average Number of Common Shares Outstanding, Basic 14,795 14,782 14,774 ========= ========= ========= Earnings Per Share, Diluted $ 0.97 $ 1.58 $ 1.57 ========= ========= ========= Weighted Average Number of Common Shares Outstanding, Diluted 15,124 15,121 14,850 ========= ========= =========
(a) Special charges include the write-off of assets related to the termination of certain R&D projects, the write-off of investments in two private medical technology companies and severance expenses related to a companywide reduction in overhead. DATASCOPE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts)
JUNE 30, ----------------------------------------------- 2005 2004 --------------------- --------------------- ASSETS Current Assets: Cash and cash equivalents $ 12,188 $ 8,123 Short-term investments 30,384 16,013 Accounts receivable less allowance for doubtful accounts of $2,279 and $2,414 74,145 70,603 Inventories 54,626 52,858 Prepaid income taxes 645 10,042 Prepaid expenses and other current assets 11,157 8,529 Current deferred taxes 5,294 6,500 ------------ ------------ Total Current Assets 188,439 172,668 Property, Plant and Equipment, net 87,648 88,915 Long-term Investments 22,813 52,223 Intangible Assets 24,973 23,748 Other Assets 33,209 30,781 ------------ ------------ $ 357,082 $ 368,335 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 18,850 $ 16,982 Accrued expenses 17,319 15,790 Accrued compensation 15,335 15,840 Short-term debt 4,000 -- Deferred revenue 3,975 4,188 ------------ ------------ Total Current Liabilities 59,479 52,800 Other Liabilities 31,738 22,965 Commitments and Contingencies -- -- 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, 18,256 and 18,044 shares 183 180 Additional paid-in capital 88,773 81,571 Treasury stock at cost, 3,460 and 3,254 shares (105,175) (97,177) Retained earnings 292,524 311,643 Accumulated other comprehensive loss: Cumulative translation adjustments (2,713) (2,502) Minimum pension liability adjustments (7,503) (619) Unrealized loss on available-for-sale securities (224) (526) ------------ ------------ Total Stockholders' Equity 265,865 292,570 ------------ ------------ $ 357,082 $ 368,335 ============ ============
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