-----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, Nzp9JnRw2YmDefsVDuAbrGjON5Cf2ai7uGL1/BeXYvjjMT3EPodWXDDzIpI1DskR 7lSMiwxkGb53R4rUVYcJVw== 0001125282-04-001809.txt : 20040429 0001125282-04-001809.hdr.sgml : 20040429 20040429102956 ACCESSION NUMBER: 0001125282-04-001809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: FILED AS OF DATE: 20040429 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: 04762852 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 b331639_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 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 -------------------- Item 12. Results of Operations and Financial Condition On April 28, 2004, Datascope Corp. issued a press release announcing its financial results for the third quarter of fiscal 2004. 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. 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 29, 2004 EXHIBIT INDEX Exhibit No. 99.1 Press release announcing Datascope Corp.'s earnings for the third quarter ended March 31, 2004, filed April 28, 2004. EX-99.1 2 b331639_ex99-1.txt PRESS RELEASE 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 Third Quarter 2004 Results Montvale, New Jersey, April 28, 2004 . . . Datascope Corp. (Nasdaq: DSCP) reported net earnings for its fiscal third quarter, ended March 31, 2004, of $7.12 million, 12% higher than the comparable quarter last year. Earnings per diluted share amounted to 47 cents versus 43 cents last year. Sales for the quarter increased 6% to $89.9 million from $84.7 million last year, with foreign exchange contributing $2.5 million of the increase. In the nine months ended March 31, 2004, net earnings were $16.9 million or $1.12 per share, compared with net earnings of $17.0 million or $1.15 per share last year. Last year's earnings for this period included a gain of $3.0 million pre tax, or 13 cents per share, from a patent litigation settlement. Sales in the nine month period rose 6% to $253.8 million from $239.2 million a year ago, with foreign exchange contributing $5.7 million of the increase. The increase in third quarter earnings was due to higher sales and improved gross profit margins in the company's largest business segment, Cardiac Assist / Patient Monitoring. R&D expenses increased 12% to $8.4 million in the third quarter this year compared to $7.5 million last year, reflecting the company's continued focus on new product development. In the third quarter, sales of patient monitoring products rose 8% to $38.0 million, the thirteenth consecutive quarter of increased sales compared to the prior year's quarter. The increase was attributable to higher sales of bedside monitors, including the recently introduced Spectrum(TM) and Trio(TM) monitors, and favorable foreign exchange translation of $1.0 million. In February, the company received FDA clearance to market the Trio monitor in the United States. The Trio is a portable patient monitor that targets price-sensitive markets estimated at $80 million in annual worldwide sales. These markets include surgery center, general hospital and outpatient applications. The Trio features broad monitoring capabilities including ECG, respiration, blood pressure, oxygen saturation and temperature. It also provides one of the largest, highest resolution displays in a compact, highly portable package with optional battery power for patient transport. The Trio was introduced in international markets in the third quarter of last fiscal year. Cardiac Assist product sales in the third quarter of fiscal 2004 increased 7% to $33.8 million, compared to $31.6 million last year, reflecting continued higher sales of intra-aortic balloon (IAB) catheters and pumps and favorable foreign exchange translation of $0.9 million. Sales of the premium-priced Fidelity(TM) 8Fr. IAB catheter continued to increase, accounting for 85% of total IAB catheter sales in the third quarter. The new CS100(TM) intra-aortic balloon pump, Datascope's first fully automatic pump, was launched globally in September 2003 and has rapidly replaced the company's 98XT model. The CS100 has one-button startup that provides faster initiation of therapy, a feature that is particularly valuable in cardiac emergencies. Also, the CS100 gives patients more consistent therapy with greater continuity, enabling healthcare staff to focus more attention on the patient. Increased purchases of pumps by the company's Japanese distributor and higher shipments to international markets also contributed to increased pump sales. Sales of the Interventional Products (IP) division were $9.4 million in the third quarter, compared to $9.8 million last year, a decline of 4% despite a 12% drop in sales of vascular closure devices. IP sales benefited from sales of Safeguard(TM), an innovative dressing designed to maintain hemostasis after arterial catheterization procedures, that was launched in the second quarter. As previously disclosed, the company entered the dialysis access market in the U.S. with the launch of the ProLumen(TM) thrombectomy device. Thrombectomy is the process of removing blood clots from blocked dialysis access sites. An estimated 290,000 people require dialysis access, with this number increasing at a rate of 6% annually. In the U.S., thrombectomy procedures are performed primarily by interventional radiologists, a current and well-established sales call point for the IP division. ProLumen is designed to quickly and effectively clear clotted grafts in an estimated $37 million annual market for such devices in the United States. Shipments began at the end of the third quarter and the company is pleased with the market response to date. Sales of InterVascular Inc.'s products were $8.2 million compared to $7.9 million last year, with foreign exchange contributing $0.6 million to this year's results. Excluding foreign exchange, sales declined 4% due to lower selling prices in certain European markets and lower shipments to the company's distributor in Japan. In March, the company resubmitted its 510(k) notification to the FDA for regulatory clearance to market InterGard Silver grafts in the United States. 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 576 thousand shares at a cost of $22.5 million. The remaining balance under the existing share repurchase program is $17.5 million. Datascope's news releases and other company information, including specifics about its April 29, 2004 conference call and webcast (at 12:00 noon, EDT, call in number: (800) 811-8845), 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 possibility 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 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, ---------------------------------------- --------------------------------------- 2004 2003 2004 2003 ------------------ ------------------ ------------------ ----------------- Net Sales $ 253,800 $ 239,200 $ 89,900 $ 84,700 ------------------ ------------------ ------------------ ----------------- Costs and Expenses: Cost of sales 105,044 100,542 36,992 35,968 Research and development expenses 23,683 21,787 8,413 7,495 Selling, general and administrative expenses 101,313 95,568 34,332 32,250 ------------------ ------------------ ------------------ ----------------- Subtotal 230,040 217,897 79,737 75,713 Gain on legal settlement -- (3,028) -- -- ------------------ ------------------ ------------------ ----------------- 230,040 214,869 79,737 75,713 ------------------ ------------------ ------------------ ----------------- Operating Earnings 23,760 24,331 10,163 8,987 Other (Income), net (1,150) (975) (308) (383) ------------------ ------------------ ------------------ ----------------- Earnings Before Taxes on Income 24,910 25,306 10,471 9,370 Taxes on Income 7,971 8,260 3,351 2,999 ------------------ ------------------ ------------------ ----------------- Net Earnings $ 16,939 $ 17,046 $ 7,120 $ 6,371 ================== ================== ================== ================= Earnings Per Share, Basic $1.15 $1.15 $0.48 $0.43 ================== ================== ================== ================= Weighted average common shares outstanding, Basic 14,780 14,775 14,789 14,769 ================== ================== ================== ================= Earnings Per Share, Diluted $1.12 $1.15 $0.47 $0.43 ================== ================== ================== ================= Weighted average common shares outstanding, Diluted 15,108 14,840 15,157 14,818 ================== ================== ================== =================
Datascope Corp. and Subsidiaries Consolidated Balance Sheets (In thousands)
March 31, June 30, 2004 2003 --------------------- --------------------- Assets Current Assets: Cash and cash equivalents $ 11,340 $ 10,572 Short-term investments 37,489 27,878 Accounts receivable less allowance for doubtful accounts of $2,253 and $2,020 68,590 73,924 Inventories 51,858 49,409 Prepaid expenses and other current assets 11,780 9,727 Current deferred taxes 6,006 6,006 --------------------- --------------------- Total Current Assets 187,063 177,516 Property, Plant and Equipment, net of accumulated depreciation of $74,190 and $68,431 87,910 89,607 Long-term Investments 43,551 36,827 Other Assets 41,512 34,882 --------------------- --------------------- $ 360,036 $ 338,832 ===================== ===================== Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 16,929 $ 13,137 Accrued expenses 17,698 14,064 Accrued compensation 14,575 14,579 Deferred revenue 3,757 4,362 ------------------ ----------------- Total Current Liabilities 52,959 46,142 Other Liabilities 21,649 21,015 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, 17,916 and 17,750 shares 179 178 Additional paid-in capital 77,905 73,319 Treasury stock at cost, 3,126 and 2,981 shares (92,500) (87,423) Retained earnings 305,414 292,912 Accumulated other comprehensive loss: Cumulative translation adjustments (2,694) (4,435) Minimum pension liability adjustments (2,876) (2,876) --------------------- --------------------- Total Stockholders' Equity 285,428 271,675 --------------------- --------------------- $ 360,036 $ 338,832 ===================== =====================
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