-----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, KzOFyopRq0j2lZ96fsA1QxlsUnoXrWYS1p8h1W6i1Hiv06I/8GZmJlQFC45V7HnD ujAT9+TDfmQdFZJvd6pmwQ== 0000950123-95-003289.txt : 19951208 0000950123-95-003289.hdr.sgml : 19951208 ACCESSION NUMBER: 0000950123-95-003289 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: 3845 IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 95590744 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 10-Q 1 DATASCOPE CORP. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ------------------ Commission File Number 0-6516 DATASCOPE CORP. - - - - - - -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2529596 - - - - - - -------------------------------------------------------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) 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 ----------------- - - - - - - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report: 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 ----- ----- Number of Shares of Company's Common Stock outstanding as of October 31, 1995: 16,106,980. 2 DATASCOPE CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS NET SALES Sales increased 10% in the first quarter of fiscal 1996 as compared to the first quarter last year. Results for the quarter reflect continued growth of the Cardiac Assist Division, InterVascular, the Company's subsidiary that produces vascular grafts, and renewed sales growth of the Patient Monitoring Division. Cardiac Assist made the principal contribution to increased sales and earnings as strong worldwide demand continued for intra-aortic balloon catheters. Sales of Patient Monitoring products increased reflecting strong international sales growth of all major products including Passport(R) and Point of View(R) monitors. The Company announced that the U.S. market launch of the VasoSeal vascular hemostasis device is planned for the upcoming meeting of the American Heart Association in Anaheim, California which begins November 13, 1995. As previously reported on October 2, 1995, the U.S. Food and Drug Administration (FDA) approved the Company's application to market VasoSeal, a vascular hemostasis device for use after diagnostic angiography and coronary angioplasty. VasoSeal has been used extensively overseas and is the first device of its kind to receive FDA approval and the only such device on the U.S. market at this time. VasoSeal will be sold by the Collagen Products Division through a newly organized dedicated direct field force consisting of sales personnel and clinical education specialists. The weakening of the U.S. dollar compared to major European currencies increased sales by approximately $700 thousand in the first quarter of fiscal 1996, compared to the corresponding period last year. GROSS PROFIT (NET SALES LESS COST OF SALES) The gross profit percentage was 65.4% of sales in the first quarter of fiscal 1996 compared to 64.6% of sales in the first quarter last year with the improvement primarily attributable to an improved mix of sales. RESEARCH AND DEVELOPMENT (R&D) As a percentage of sales, R&D expenses amounted to 12.2% in the first quarter of fiscal 1996 compared to 10.7% in the first quarter of fiscal 1995, as R&D activity increased in all businesses. Total R&D expenses in the first quarter of fiscal 1996 increased 26% in comparison to the first quarter last year. 3 SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A) As a percentage of sales, SG&A expenses were 45.1% in the first quarter of fiscal 1996, slightly lower than the 45.2% for the corresponding period last year. SG&A expenses increased $1.9 million or 10% in the first quarter of fiscal 1996 compared to the corresponding period last year. The increase was primarily attributable to sales and marketing expenditures relating to higher sales volume for Cardiac Assist and InterVascular, and start-up costs associated with the U.S. market launch of VasoSeal. The weakening of the U.S. dollar compared to major European currencies increased SG&A expenses by approximately $400 thousand in the first quarter of fiscal 1996 compared to the corresponding period last year. INTEREST INCOME AND EXPENSE The higher interest income in the first quarter of fiscal 1996 was attributable to a higher average investment portfolio and an increase in interest rates. OTHER INCOME AND EXPENSE Other expenses were minimal in the first quarter of both fiscal years 1996 and 1995. The Company enters into foreign exchange forward contracts to hedge a major portion of its foreign currency exposures, primarily related to certain receivables denominated in foreign currencies. The hedging has reduced the Company's exposure to fluctuations in foreign currencies. The net foreign exchange transaction gain or loss is reported in other income and expense. Forward foreign exchange contracts outstanding at September 30, 1995 totaled $1.7 million, all of which were in European currencies, with maturities that do not exceed 12 months. LIQUIDITY AND CAPITAL RESOURCES The Company continued to improve its strong financial position during the first three months of fiscal 1996. Working capital was $113.0 million at September 30, 1995, $2.3 million higher than the $110.7 million at June 30, 1995. The current ratio at September 30, 1995 was 4.2:1 compared to 4.3:1 at June 30, 1995. Cash provided by operating activities was $7.9 million in the first quarter of fiscal 1996 compared to $9.3 million in the corresponding period last year. The decreased amount of cash provided by operations in the first quarter of fiscal 1996 as compared to the first quarter last year was primarily attributable to increased inventory to support the higher sales level and lower reduction in accounts receivable. Cash was used to purchase $3.2 million of plant and equipment in the first quarter of both fiscal 1996 and fiscal 1995. Management believes that the Company's financial resources are sufficient to meet its projected cash requirements. The moderate rate of current U.S. inflation has not significantly affected the Company. 4 DATASCOPE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
SEPT 30, JUNE 30, 1995 1995 (unaudited) (a) ----------- --------- ASSETS Current Assets: Cash and cash equivalents 2,214 3,096 Marketable securities 59,156 53,165 Accounts receivable, less allowance for doubtful accounts of $1,223 and $1,273 40,969 45,590 Inventories (Note 2) 39,528 36,499 Prepaid expenses and other current assets 6,038 5,880 -------- -------- Total Current Assets 147,905 144,230 Property, Plant and Equipment, net of accumulated depreciation of $33,898 and $32,681 44,793 44,278 Marketable Securities, non-current 9,281 9,354 Other Assets 9,689 9,001 -------- -------- 211,668 206,863 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 8,662 7,644 Accrued expenses 14,215 14,149 Accrued compensation 8,884 9,384 Taxes on income 3,176 2,309 -------- -------- Total Current Liabilities 34,937 33,486 Other Liabilities 10,227 10,058 Stockholders' Equity (Note 3) Preferred stock, par value $1.00 per share: Authorized 5,000,000 shares; Issued and outstanding, none -- -- Common stock, par value $.01 per share: Authorized, 45,000,000 shares; Issued and outstanding, 16,095,425 and 16,070,689 shares 161 161 Additional paid-in capital 42,174 41,837 Retained earnings 124,449 121,347 Cumulative translation adjustments (280) (26) -------- -------- 166,504 163,319 -------- -------- 211,668 206,863 ======== ========
(a) Derived from audited financial statements See notes to consolidated financial statements 5 Datascope Corp. and Subsidiaries Statements of Consolidated Earnings (In thousands, except per share amounts) (Unaudited)
THREE MONTHS ENDED SEPTEMBER 30, 1995 1994 ------- ------- NET SALES 45,900 41,600 ------- ------- Costs and Expenses: Cost of sales 15,861 14,731 Research and development expenses 5,611 4,451 Selling, general and administrative expenses 20,694 18,808 ------- ------- 42,166 37,990 ------- ------- OPERATING EARNINGS 3,734 3,610 Other (Income) Expense: Interest income (1,015) (527) Interest expense 18 3 Other, net 135 13 ------- ------- (862) (511) ------- ------- EARNINGS BEFORE TAXES ON INCOME 4,596 4,121 Taxes on Income 1,494 1,360 ------- ------- NET EARNINGS 3,102 2,761 ======= ======= Earnings Per Share (Note 3) 0.19 0.17 ======= ======= Weighted Average Number of Common and Common Equivalent Shares Outstanding (Note 3) 16,428 16,163 ======= =======
See notes to consolidated financial statements 6 DATASCOPE CORP. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS (DOLLARS IN THOUSANDS) (Unaudited)
THREE MONTHS ENDED SEPTEMBER 30, 1995 1994 ------- ------- OPERATING ACTIVITIES: Net cash provided by operating activities 7,862 9,258 ------- ------- INVESTING ACTIVITIES: Capital expenditures (3,203) (3,166) Purchases of short-term marketable securities (27,872) (21,610) Maturities of short-term marketable securities 21,954 14,672 ------- ------- Net cash used in investing activities (9,121) (10,104) ------- ------- FINANCING ACTIVITIES: Net cash provided by financing activities 227 48 ------- ------- Effect of exchange rates on cash 150 (146) ------- ------- Decrease in cash and cash equivalents (882) (944) Cash and cash equivalents, beginning of period 3,096 2,082 ------- ------- Cash and cash equivalents, end of period 2,214 1,138 ======= ======= SUPPLEMENTAL CASH FLOW INFORMATION Cash paid (refunded) during the period for: Income taxes 708 (727) ------- -------
See notes to consolidated financial statements 7 DATASCOPE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The consolidated balance sheet as of September 30, 1995 and the statements of consolidated earnings and cash flows for the three month periods ended September 30, 1995 and 1994 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) have been made that are necessary to present fairly the financial position, results of operations and cash flows for all periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that the condensed consolidated financial statements included herein be read in conjunction with the financial statements and notes included in the Company's June 30, 1995 annual report to shareholders. The results of operations for the period ended September 30, 1995 are not necessarily indicative of a full year's operations. The presentation of certain prior year information has been reclassified to conform with the current year presentation. 2. INVENTORIES Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market.
(In thousands) Sept 30, June 30, 1995 1995 -------- -------- Materials $15,729 15,452 Work in Process 8,048 6,592 Finished Goods 15,751 14,455 ------- ------ $39,528 36,499 ======= ======
3. STOCKHOLDERS' EQUITY Changes in the components of stockholders' equity for the three months ended September 30, 1995 are as follows:
(In thousands) Net income 3,102 Translation adjustments (254) Proceeds on the exercise of options to purchase 24,736 shares of common stock 337 ----- Total increase in stockholders' equity 3,185 =====
8 Part II: Item 6 Exhibits and Reports on Form 8-K (b) Reports on Form 8-K. No reports on Form 8-K have been filed during the quarter for which this report is filed. EX-27 Financial Data Schedule 9 Form 10-Q 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. DATASCOPE CORP. Registrant By: /s/ Lawrence Saper ------------------------------------ Lawrence Saper Chairman of the Board and President By: /s/ Murray Pitkowsky ------------------------------------ Murray Pitkowsky Senior Vice President and Secretary Dated: November 13, 1995 10 EXHIBIT INDEX Exhibit No. Description Page No. - - - - - - ---------- ------------ ------- EX-27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF CONSOLIDATED EARNINGS. 1,000 3-MOS JUN-30-1996 JUL-01-1995 SEP-30-1995 2,214 59,156 42,192 (1,223) 39,528 147,905 78,691 (33,898) 211,668 34,937 0 161 0 0 166,343 211,668 45,900 45,900 15,861 15,861 0 0 18 4,596 1,494 3,102 0 0 0 3,102 0.19 0.19
-----END PRIVACY-ENHANCED MESSAGE-----