-----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, WeZ7TkECvofZ4cERv1NRQSXqA4IjM5x4xn8izsl9llX8pvgg7Z5L79WlMd8FS5RE ff7nsoJxtAgG3RZRBHJP3w== 0001125282-06-002397.txt : 20060427 0001125282-06-002397.hdr.sgml : 20060427 20060427104337 ACCESSION NUMBER: 0001125282-06-002397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 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: 06783569 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 b412929_8k.txt FORM 8-K 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 26, 2006 ---------- ---------- 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 April 26, 2006, Datascope Corp. issued a press release announcing its results for the third quarter of fiscal 2006. 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 the third quarter ended March 31, 2006, filed April 26, 2006. 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/ Scott D. Kantor --------------------------- Vice President, Finance and Administration, and Chief Financial Officer Dated: April 27, 2006 EXHIBIT INDEX Exhibit No. 99.1 Press release announcing Datascope Corp.'s results for the third quarter ended March 31, 2006, filed April 26, 2006. EX-99.1 2 b412929_ex99-1.txt EXHIBIT 99.1 Exhibit No. 99.1 PRESS RELEASE FOR INFORMATION CONTACT: Scott D. Kantor Chief Financial Officer Datascope Corp. 14 Philips Parkway Montvale, NJ 07645 (201) 307-5490 www.datascope.com ----------------- FOR IMMEDIATE RELEASE: DATASCOPE REPORTS THIRD QUARTER FISCAL 2006 FINANCIAL RESULTS; RECORD CARDIAC ASSIST REVENUES Montvale, New Jersey, April 26, 2006 . . . Datascope Corp. (Nasdaq: DSCP) today announced financial results for its third fiscal quarter and the nine months ended March 31, 2006. Datascope reported net earnings of $9.1 million, or 59 cents per diluted share, on sales of $93.1 million in the third quarter of fiscal 2006, compared to net earnings of $8.8 million, or 58 cents per share, on sales of $96.1 million in the third quarter of fiscal 2005. Net earnings for the nine months ended March 31, 2006 were $19.6 million, or $1.29 per share, on $273.9 million of sales, compared to $17.2 million of earnings, or $1.13 per share, on $259.1 million of sales for the first nine months last year. Results for the third quarter of fiscal 2006 included a special dividend of $4.5 million ($3.9 million after tax), or 25 cents per share, received from a preferred stock investment held by the company. The company noted that a comparison of the third quarters of fiscal 2006 and 2005 should consider that, as previously reported, the company recognized approximately $6.1 million of sales in the third quarter of fiscal 2005 in connection with sales that normally would have been recognized in the second quarter of that year but for the completion of software validation relating to the company's new Panorama(TM) central monitoring system. The $6.1 million of sales recognized in the third quarter of fiscal 2005 accounted for approximately $2.6 million(1) of net earnings, or 17 cents per diluted share in that period. Excluding this $6.1 million of Panorama sales in the third quarter last year, Patient Monitoring sales this year, at $36.7 million, net of $0.6 million of unfavorable foreign exchange, were 5%(2) below last year. Orders were essentially even with last year but sales lagged orders principally because the company did not ship a significant dollar amount of orders received just before the end of the quarter. Beyond that, lack of patient monitoring sales growth in the quarter reflects increased competitive pressure in the United States and considerable market weakness in Europe, both in distributor markets and especially in the direct sales markets of France and the United Kingdom. Nonetheless, sales of Panorama central monitoring systems continued to grow. Installations of Panorama systems set a record, continuing a trend of rising revenue and bringing the total number of Panorama installations to 247, since its launch in the first quarter of fiscal 2005. Record shipments of both balloon pumps and intra-aortic balloons, plus sales of the company's newly acquired ClearGlide(R) endovascular vessel harvesting (EVH) product increased sales of cardiac assist products by 21% to a record $43.3 million, net of $0.7 million of unfavorable foreign exchange translation. Sales of balloon pumps, principally the CS100(R) automatic pump, were fueled by continued increased demand in international markets and replacement of older pump models from the very large installed base of pumps in the United States. Sales of intra-aortic balloons increased due to continued strong international growth. Sales of intra-aortic balloons in the United States remained steady. The ClearGlide EVH product was launched by the company's Cardiac Assist Division in January 2006. Sales in the third fiscal quarter, the product's first selling quarter for the company, proved to be better than expected with little loss from the selling rate under its prior owner. Based on an estimated current annual market for EVH products of $100 million and an estimated penetration of 50% of the 300,000 coronary bypass surgical procedures performed in the United States last year, the potential annual market for EVH is estimated at $200 million. The company expects its ClearGlide product to make a significant contribution to the future growth of the Cardiac Assist business. Sales of interventional products were $5.4 million in the third quarter of 2006, 19% below last year, as sales of VasoSeal, the company's principal vascular closure device, continued to decrease. As in prior periods, the decline was partially offset by sales of non-closure products, which grew 35% over last year. Non-closure products accounted for 36% of total interventional product sales in the third quarter of fiscal 2006 compared with 22% in the same period last year. On-Site(TM), the company's new collagen-based vascular closure device, was launched in the United States market in early March 2006 after the completion of beta testing at six hospital centers. The market response to On-Site is encouraging. Nearly one-third of the customers who placed initial orders for On-Site have already reordered and about 40% of those customers have adopted the device for regular use. If the early market response continues, the company believes that the On-Site product would play a key role in the anticipated turn-around of the Interventional Products business. The launch of the X-Site(R) suture-based vascular closure device is now projected for the third quarter of fiscal 2007 due to revised assumptions regarding the regulatory approval timetable for the redesigned device. InterVascular sales were $7.4 million in the third quarter of fiscal 2006, 14% lower than the comparable period last year. Sales last year were higher primarily because they included revenues from an OEM agreement that has since been terminated, and because the company's United States distribution strategy changed in the fourth quarter of fiscal 2005 from a direct sales model to an exclusive distributor relationship with W.L. Gore & Associates, Inc., resulting in lower average United States selling prices this quarter compared to a year ago. Competitive pricing pressure in the European countries in which the company sells directly and unfavorable foreign exchange translation of $0.4 million also affected year-over-year InterVascular sales. InterVascular's year-over-year profitability, however, increased due to the elimination of costs associated with direct selling in the United States. Datascope will hold a conference call and webcast to discuss its third quarter fiscal 2006 financial results on April 27, 2006 at 12:00 noon EDT. To access the conference call, please dial (877) 704-5391. You also may access the webcast of the conference call on the company's website, www.datascope.com. Datascope's news releases and other company information also can be found on its website. 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 ClearGlide EVH product will not make a significant contribution to the future growth of the Cardiac Assist business, that the early response to the On-Site product will not continue and On-Site will not play a key role in the turn-around of the Interventional Products business, and that the introduction of X-Site will be delayed and market conditions may change, particularly as the result of competitive activity in the markets served by the company. Additional risks include 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, rapid and significant changes that generally 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. - ------------ (1) The net earnings effect of the Panorama sales recognized in the third quarter last year of $6.1 million reflects $3.7 million of gross profit, tax effected at 29.5%. The resultant $2.6 million divided by 15.2 million diluted shares equates to $0.17 per share. (2) Patient Monitoring sales in the third quarter last year were $44.7 million. At that level, the decline in sales in the third quarter this year was 18%. Reducing last year's third quarter sales by $6.1 million equates to $38.6 million and decreases the year-over-year sales decline to 5%. DATASCOPE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) (Unaudited)
NINE MONTHS ENDED THREE MONTHS ENDED MARCH 31, MARCH 31, ---------------------------------- ---------------------------------- 2006 2005 2006 2005 --------------- --------------- --------------- --------------- NET SALES $ 273,900 $ 259,100 $ 93,100 $ 96,100 Cost of sales 117,900 106,136 40,235 40,552 Cost of sales, special charge 2,444 -- -- -- --------------- --------------- --------------- --------------- Gross profit 153,556 152,964 52,865 55,548 OPERATING EXPENSES: Research and development expenses 27,714 26,486 9,568 9,118 Selling, general and administrative expenses 105,008 103,587 36,060 34,993 Special gain (810) -- -- -- --------------- --------------- --------------- --------------- 131,912 130,073 45,628 44,111 --------------- --------------- --------------- --------------- OPERATING EARNINGS 21,644 22,891 7,237 11,437 Other (income) expense: Interest, net (1,393) (1,462) (393) (576) Dividend income (4,523) -- (4,523) -- Other, net 1,396 424 325 139 --------------- --------------- --------------- --------------- (4,520) (1,038) (4,591) (437) --------------- --------------- --------------- --------------- EARNINGS BEFORE TAXES ON INCOME 26,164 23,929 11,828 11,874 Taxes on income 6,589 6,700 2,760 3,083 --------------- --------------- --------------- --------------- NET EARNINGS $ 19,575 $ 17,229 $ 9,068 $ 8,791 =============== =============== =============== =============== Earnings per share, basic $1.32 $1.16 $0.60 $0.59 =============== =============== =============== =============== Weighted average common shares outstanding, basic 14,884 14,795 15,011 14,797 =============== =============== =============== =============== Earnings per share, diluted $1.29 $1.13 $0.59 $0.58 =============== =============== =============== =============== Weighted average common shares outstanding, diluted 15,220 15,204 15,377 15,151 =============== =============== =============== ===============
DATASCOPE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) (Unaudited)
MARCH 31, JUNE 30, 2006 2005 ---------------------- ---------------------- ASSETS Current Assets: Cash and cash equivalents $ 23,140 $ 12,188 Short-term investments 24,580 30,384 Accounts receivable less allowance for doubtful accounts of $2,401 and $2,279 76,001 74,145 Inventories, net 60,257 54,626 Prepaid income taxes 2,117 645 Prepaid expenses and other current assets 14,123 11,157 Current deferred taxes 6,572 5,294 ---------------------- ---------------------- Total Current Assets 206,790 188,439 Property, Plant and Equipment, net of accumulated depreciation of $89,236 and $82,427 84,490 87,648 Long-term Investments 22,398 22,813 Intangible Assets 20,497 20,908 Goodwill 4,065 4,065 Other Assets 31,786 33,209 ---------------------- ---------------------- $ 370,026 $ 357,082 ====================== ====================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 18,332 $ 18,850 Dividends payable 1,057 1,036 Accrued expenses 15,250 16,283 Accrued compensation 14,336 15,335 Short-term debt 3,500 4,000 Deferred revenue 3,361 3,975 ------------------ ------------------ Total Current Liabilities 55,836 59,479 Other Liabilities 32,464 31,738 Commitments and Contingencies Stockholders' Equity: Preferred stock, par value $1.00 per share: Authorized 5,000 shares; Issued, none -- -- Common stock, par value $.01 per share: Authorized, 45,000 shares; Issued, 18,715 and 18,256 shares 187 183 Additional paid-in capital 103,392 88,773 Treasury stock at cost, 3,465 and 3,460 shares (105,319) (105,175) Retained earnings 294,056 292,524 Accumulated other comprehensive loss: Cumulative translation adjustments (2,789) (2,713) Minimum pension liability adjustments (7,503) (7,503) Unrealized loss on available-for-sale securities (298) (224) ---------------------- ---------------------- Total Stockholders' Equity 281,726 265,865 ---------------------- ---------------------- $ 370,026 $ 357,082 ====================== ======================
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