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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
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 000-06516
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DATASCOPE CORP.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2529596
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(State of other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
14 Philips Parkway, Montvale, New Jersey 07645-9998
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(Address of principal executive offices) (Zip Code)
(201) 391-8100
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(Registrant's telephone number, including area code)
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(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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES |X| NO |_|
Number of Shares of Company's Common Stock outstanding as of January 31, 2005:
14,795,270.
Datascope Corp.
Form 10-Q Index
Page
----
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
December 31, 2004 and June 30, 2004 1
Condensed Consolidated Statements of Earnings 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Item 4. Controls and Procedures 18
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Exhibit 31.1. Certification of Principal Executive Officer Regarding Facts
and Circumstances Relating to Quarterly Reports 22
Exhibit 31.2. Certification of Principal Financial Officer Regarding Facts
and Circumstances Relating to Quarterly Reports 23
Exhibit 32.1. Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 24
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DATASCOPE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
DEC 31, JUNE 30,
2004 2004
--------- ---------
(a)
ASSETS
Current Assets:
Cash and cash equivalents $ 8,730 $ 8,123
Short-term investments 7,361 16,013
Accounts receivable less allowance for
doubtful accounts of $2,388 and $2,414 65,195 70,603
Inventories, net 59,330 52,858
Prepaid income taxes 1,499 10,042
Prepaid expenses and other current assets 11,957 8,529
Current deferred taxes 6,301 6,500
--------- ---------
Total Current Assets 160,373 172,668
Property, Plant and Equipment, net of accumulated
depreciation of $80,558 and $74,608 92,048 88,915
Long-term Investments 49,567 52,223
Intangible Assets 25,839 23,748
Other Assets 31,227 30,781
--------- ---------
$ 359,054 $ 368,335
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 18,713 $ 16,982
Accrued expenses 17,976 15,790
Accrued compensation 12,755 15,840
Short-term debt 10,000 --
Deferred revenue 3,454 4,188
--------- ---------
Total Current Liabilities 62,898 52,800
Other Liabilities 24,899 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, 18,224 and 18,044 shares 182 180
Additional paid-in capital 87,149 81,571
Treasury stock at cost, 3,430 and 3,254 shares (104,022) (97,177)
Retained earnings 288,390 311,643
Accumulated other comprehensive loss:
Cumulative translation adjustments 313 (2,502)
Minimum pension liability adjustments (619) (619)
Unrealized loss on available-for-sale securities (136) (526)
--------- ---------
Total Stockholders' Equity 271,257 292,570
--------- ---------
$ 359,054 $ 368,335
========= =========
(a) Derived from consolidated audited financial statements
See notes to condensed consolidated financial statements
1
DATASCOPE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
SIX MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
----------------------------- -----------------------------
2004 2003 2004 2003
--------- --------- --------- ---------
NET SALES $ 163,000 $ 163,900 $ 82,700 $ 86,800
--------- --------- --------- ---------
Costs and Expenses:
Cost of sales 65,424 68,052 33,472 36,174
Research and development
expenses 17,368 15,270 8,732 8,047
Selling, general and
administrative expenses 68,758 67,035 35,329 34,920
--------- --------- --------- ---------
151,550 150,357 77,533 79,141
--------- --------- --------- ---------
OPERATING EARNINGS 11,450 13,543 5,167 7,659
Other (Income) Expense:
Interest income (970) (856) (437) (464)
Interest expense 84 12 76 6
Other, net 281 (52) 313 (146)
--------- --------- --------- ---------
(605) (896) (48) (604)
--------- --------- --------- ---------
EARNINGS BEFORE TAXES ON INCOME 12,055 14,439 5,215 8,263
Taxes on Income 3,617 4,620 1,497 2,644
--------- --------- --------- ---------
NET EARNINGS $ 8,438 $ 9,819 $ 3,718 $ 5,619
========= ========= ========= =========
Earnings Per Share, Basic $ 0.57 $ 0.66 $ 0.25 $ 0.38
========= ========= ========= =========
Weighted average common
shares outstanding, Basic 14,793 14,775 14,794 14,780
========= ========= ========= =========
Earnings Per Share, Diluted $ 0.55 $ 0.65 $ 0.24 $ 0.37
========= ========= ========= =========
Weighted average common
shares outstanding, Diluted 15,234 15,082 15,256 15,152
========= ========= ========= =========
See notes to condensed consolidated financial statements
2
DATASCOPE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
SIX MONTHS ENDED
DECEMBER 31,
--------------------
2004 2003
-------- --------
Operating Activities:
Net Earnings $ 8,438 $ 9,819
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 7,254 7,374
Amortization 2,270 1,454
Provision for supplemental pension 557 557
Provision for losses on accounts receivable 5 314
Deferred income taxes 1,635 --
Tax benefit relating to stock options exercised 657 452
Changes in assets and liabilities:
Accounts receivable 7,178 3,518
Inventories (10,284) (7,244)
Other assets 6,547 413
Accounts payable 1,535 2,146
Accrued and other liabilities (3,443) 679
-------- --------
Net cash provided by operating activities 22,349 19,482
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (3,955) (2,017)
Purchases of investments (21,489) (38,223)
Maturities of investments 14,402 32,073
Sales of investments 18,923 --
Capitalized software (2,830) (3,104)
Purchased technology and licenses (2,274) (800)
-------- --------
Net cash provided by (used in) investing activities 2,777 (12,071)
-------- --------
FINANCING ACTIVITIES:
Short-term debt 10,000 --
Treasury shares acquired under repurchase programs (6,845) (4,303)
Exercise of stock options and other 4,923 3,451
Cash dividends paid (31,395) (3,697)
-------- --------
Net cash used in financing activities (23,317) (4,549)
-------- --------
Effect of exchange rates on cash (1,202) (976)
-------- --------
Increase in cash and cash equivalents 607 1,886
Cash and cash equivalents, beginning of period 8,123 10,572
-------- --------
Cash and cash equivalents, end of period $ 8,730 $ 12,458
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes $ 2,675 $ 5,488
-------- --------
Non-cash investing and financing activities:
Net transfers of inventory to fixed assets
for use as demonstration equipment $ 5,411 $ 3,664
-------- --------
See notes to condensed consolidated financial statements
3
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of Datascope Corp. and its subsidiaries (the "Company" - which may
be referred to as "our", "us" or "we"). These statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim information, and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for interim periods are not necessarily indicative of results that may
be expected for the full year. The presentation of certain prior year
information has been reclassified to conform with the current year presentation.
Preparation of the Company's condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts in the financial statements and accompanying notes. Actual
results could differ from those estimates. For further information, refer to the
consolidated financial statements and Notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2004.
STOCK-BASED COMPENSATION
We continue to account for our employee stock-based compensation plans in
accordance with Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees." Under this opinion, because the exercise price of our
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
As required by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," as amended, the fair value of option
grants is estimated on the date of grant using an option-pricing model. The
following table illustrates the effect on net earnings and earnings per share if
we had applied the fair value recognition provisions of SFAS No. 123 to our
stock-based compensation. These pro forma amounts may not be representative of
the effects on net earnings in future years since options generally vest over
several years and additional awards may be made each year.
Six Months Ended Three Months Ended
December 31, December 31,
-------------------- -----------------------
2004 2003 2004 2003
------ ------ ------ ---------
Net earnings - as reported $8,438 $9,819 $3,718 $ 5,619
Add: Total stock-based employee compensation expense
included in determination of net income as reported -- -- -- --
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects (1,654) (1,646) (764) (797)
------ ------ ------ ---------
Net earnings - pro forma $6,784 $8,173 $2,954 $ 4,822
====== ====== ====== =========
Earnings per share:
Basic - as reported $ 0.57 $ 0.66 $ 0.25 $ 0.38
====== ====== ====== =========
Basic - pro forma $ 0.46 $ 0.55 $ 0.20 $ 0.33
====== ====== ====== =========
Diluted - as reported $ 0.55 $ 0.65 $ 0.24 $ 0.37
====== ====== ====== =========
Diluted - pro forma $ 0.45 $ 0.54 $ 0.19 $ 0.32
====== ====== ====== =========
4
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK-BASED COMPENSATION (CONTINUED)
For purposes of the pro forma disclosures, the weighted average fair values of
options granted for the three months ended December 31, 2004 and 2003 were
$13.34 and $12.35, and for the six months ended December 31, 2004 and 2003 were
$13.03 and $11.72, respectively.
The fair values of options granted were determined using the Black-Scholes
option-pricing model with the following assumptions:
Three and Six Months Ended
December 31,
-----------------------------------
2004 2003
--------- ---------
Dividend yield 0.72% 0.59%
Volatility 31% 33%
Risk-free interest rate 3.51% 3.40%
Expected life 5.2 Years 5.2 Years
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4."
The new standard indicates that abnormal freight, handling costs, and wasted
materials (spoilage) are required to be treated as current period charges rather
than as a portion of inventory cost. Additionally, the standard clarifies that
fixed production overhead should be allocated based on the normal capacity of a
production facility. Statement 151 is effective for the Company in fiscal 2006.
The adoption of Statement 151 is not expected to have a material impact on the
Company's consolidated financial statements.
In December 2004, the FASB issued Statement No. 123 (revised 2004) "Share-Based
Payment," (Statement 123R) that will require compensation costs related to
share-based payment transactions to be recognized in the financial statements.
With limited exceptions, the amount of compensation cost will be measured based
on the grant-date fair value of the equity or liability instruments issued.
Compensation cost will be recognized over the period that an employee provides
services in exchange for the award. Statement 123R replaces FASB Statement No.
123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25
Accounting for Stock Issued to Employees. Statement 123R applies to all awards
granted after the required effective date and to awards modified, repurchased,
or cancelled after that date. The cumulative effect of initially applying this
Statement, if any, is recognized as of the required effective date.
Companies that used the fair-value based method for either recognition or
disclosure under Statement 123 will apply this revised Statement using a
modified version of prospective application. Under this transition method, for
the portion of outstanding awards for which the requisite service has not yet
been rendered, compensation cost is recognized on or after the required
effective date based on the grant-date fair value of those awards calculated
under Statement 123 for either recognition or pro forma disclosures. Statement
123R is effective for the Company in fiscal 2006. The adoption of Statement 123R
is expected to have a material impact on our consolidated financial statements
as disclosed in Note 1, Summary of Significant Accounting Policies - Stock-Based
Compensation.
5
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In December 2004, the FASB issued Statement No. 153, "Exchanges of Nonmonetary
Assets - an amendment of APB Opinion No. 29." This Statement addresses the
measurement of exchanges of nonmonetary assets, eliminating the exception from
fair value measurement for nonmonetary exchanges of similar productive assets in
APB Opinion No. 29 and replacing it with an exception for exchanges that do not
have commercial substance. This Statement, which is to be applied prospectively,
is effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Earlier application is permitted for nonmonetary
asset exchanges occurring in fiscal periods beginning after the date of issuance
of this Statement. The adoption of Statement 153 is not expected to have a
significant impact on our consolidated financial statements.
2. INVENTORIES, NET
Inventories, net are stated at the lower of cost or market, with cost determined
on a first-in, first-out basis.
------- --------
Dec 31, June 30,
2004 2004
------- -------
Materials $22,732 $21,480
Work in Process 11,438 10,650
Finished Goods 25,160 20,728
-------- -------
$59,330 $52,858
======== =======
3. STOCKHOLDERS' EQUITY
Changes in the components of stockholders' equity for the six months ended
December 31, 2004 were as follows:
Net earnings $8,438
Foreign currency translation adjustments 2,815
Common stock and additional paid-in
capital effects of stock option activity 5,580
Cash dividends declared on common stock (31,691)
Purchases under stock repurchase plans (6,845)
Unrealized gain on available-for-sale securities 390
---------
Total decrease in stockholders' equity ($21,313)
=========
6
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
4. EARNINGS PER SHARE
The computation of basic and diluted earnings per share for the three and six
months ended December 31, 2004 and 2003 is shown below.
Six Months Ended Three Months Ended
------------------------------ -----------------------------
12/31/04 12/31/03 12/31/04 12/31/03
------------ ------------- ------------- ------------
Net earnings $ 8,438 $ 9,819 $ 3,718 $ 5,619
======= ======= ======= =======
Weighted average shares outstanding
for basic earnings per share 14,793 14,775 14,794 14,780
Effect of dilutive employee stock options 441 307 462 372
------- ------- ------- -------
Weighted average shares outstanding
for diluted earnings per share 15,234 15,082 15,256 15,152
======= ======= ======= =======
Basic earnings per share $ 0.57 $ 0.66 $ 0.25 $ 0.38
======= ======= ======= =======
Diluted earnings per share $ 0.55 $ 0.65 $ 0.24 $ 0.37
======= ======= ======= =======
Common shares related to options outstanding under the Company's stock option
plans amounting to 328 and 889 shares for the six months ended December 31, 2004
and 2003, respectively, and 275 and 716 shares for the three months ended
December 31, 2004 and 2003, respectively, were excluded from the computation of
diluted earnings per share, as the effect would have been antidilutive.
5. COMPREHENSIVE INCOME
Our comprehensive income for the three and six months ended December 31, 2004
and 2003 is shown below.
Six Months Ended Three Months Ended
----------------------------- -----------------------------
12/31/04 12/31/03 12/31/04 12/31/03
------------- ------------- ------------- ------------
Net earnings $ 8,438 $ 9,819 $ 3,718 $ 5,619
Foreign currency translation gain 2,815 2,084 2,408 1,775
Unrealized gain (loss) on available-for-sale
securities 390 - (212) -
------- ------- ------- -------
Total comprehensive income $11,643 $11,903 $ 5,914 $ 7,394
======= ======= ======= =======
7
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
6. SEGMENT INFORMATION
Our business is the development, manufacture and sale of medical devices. We
have two reportable segments, Cardiac Assist / Monitoring Products and
Interventional Products / Vascular Grafts.
The Cardiac Assist / Monitoring Products segment includes electronic
intra-aortic balloon pumps and catheters that are used in the treatment of
cardiovascular disease and electronic physiological monitors and central
monitoring systems that provide for patient safety and management of patient
care.
The Interventional Products / Vascular Grafts segment includes vascular closure
devices, which are used to seal arterial puncture wounds after catheterization
procedures, interventional radiology products used in dialysis access and a
proprietary line of knitted and woven polyester vascular grafts and patches for
reconstructive vascular and cardiovascular surgery.
We have aggregated our product lines into two segments based on similar
manufacturing processes, distribution channels, regulatory environments and
customers. Management evaluates the revenue and profitability performance of
each of our product lines to make operating and strategic decisions. We have no
intersegment revenue. Net sales and operating earnings are shown below.
Cardiac Interventional
Assist / Products / Corporate
Monitoring Vascular and
Products Grafts Other (a) Consolidated
---------- -------------- ----------- ------------
- ------------------------------------
Six months ended December 31, 2004
- ------------------------------------
Net sales to external customers $131,679 $ 30,626 $ 695 $163,000
-------- -------- -------- --------
Operating earnings (loss) $ 15,924 ($ 4,651) $ 177 $ 11,450
-------- -------- -------- --------
- ------------------------------------
Six months ended December 31, 2003
- ------------------------------------
Net sales to external customers $130,700 $ 32,590 $ 610 $163,900
-------- -------- -------- --------
Operating earnings (loss) $ 17,119 ($ 2,031) ($ 1,545) $ 13,543
-------- -------- -------- --------
- ------------------------------------
Three months ended December 31, 2004
- ------------------------------------
Net sales to external customers $ 67,091 $ 15,245 $ 364 $ 82,700
-------- -------- -------- --------
Operating earnings (loss) $ 7,221 ($ 2,866) $ 812 $ 5,167
-------- -------- -------- --------
- ------------------------------------
Three months ended December 31, 2003
- ------------------------------------
Net sales to external customers $ 70,944 $ 15,541 $ 315 $ 86,800
-------- -------- -------- --------
Operating earnings (loss) $ 10,716 ($ 2,059) ($ 998) $ 7,659
-------- -------- -------- --------
- -------------------------------------------- ----------------------------- ------------------------------
Reconciliation to consolidated earnings Six Months Ended Three Months Ended
before income taxes : 12/31/2004 12/31/2003 12/31/2004 12/31/2003
- -------------------------------------------- ---------- ---------- ---------- ----------
Consolidated operating earnings $ 11,450 $ 13,543 $ 5,167 $ 7,659
Interest income, net 886 844 361 458
Other (expense) income (281) 52 (313) 146
-------- -------- -------- --------
Consolidated earnings before taxes $ 12,055 $ 14,439 $ 5,215 $ 8,263
======== ======== ======== ========
(a) Net sales of life science products by Genisphere are included within
Corporate and Other. Assets within Corporate and Other were $68.5 million
at December 31, 2004 versus $87.4 million at June 30, 2004, with the
decrease primarily due to investments sold to fund the special dividend
paid on October 8, 2004. Segment SG&A expenses include fixed corporate G&A
charges.
8
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
7. RETIREMENT BENEFIT PLANS
DEFINED BENEFIT PLANS - U.S. AND INTERNATIONAL
We have a defined benefit pension plan designed to provide retirement benefits
to substantially all U.S. employees. U.S. pension benefits are based on years of
service, compensation and the primary social security benefits. Funding for the
U.S. plan is within the range prescribed under the Employee Retirement Income
Security Act of 1974. Retirement benefits under the international plan are based
on years of service, final average earnings and social security benefits.
Funding policies for the international plan are based on local statutes and the
assets are invested in guaranteed insurance contracts.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPS)
We have noncontributory, unfunded supplemental defined benefit retirement plans
(SERPs) for the Chairman and Chief Executive Officer, Mr. Lawrence Saper, and
certain current and former key officers. Life insurance has been purchased to
recover a portion of the net after tax cost for these SERPs. The assumptions
used to develop the supplemental pension cost and the actuarial present value of
the projected benefit obligation are reviewed annually.
The components of net pension expense of our U.S. and international defined
benefit pension plans and the SERPs include the following:
Six Months Ended December 31,
-------------------------------------------------------------
2004 2003 2004 2003
------- ------ ------- -------
U.S. and International SERPs
------------------------- -------------------------
Service Cost $ 1,437 $ 1,339 $ 189 $ 186
Interest Cost 1,721 1,414 417 353
Expected return on assets (1,385) (1,433) -- --
Amortization of:
net loss (gain) 108 225 (61) 7
unrecognized prior service cost 5 5 12 11
remaining unrecognized net obligation -- 21 -- --
------- ------- ------- -------
Net pension expense $ 1,886 $ 1,571 $ 557 $ 557
======= ======= ======= =======
Employer contributions $ 2,111 $ 94
======= =======
Three Months Ended December 31,
---------------------------------------------------------
2004 2003 2004 2003
------ ------ ------ ------
U.S. and International SERPs
---------------------- ----------------------
Service Cost $ 717 $ 669 $ 74 $ 93
Interest Cost 860 707 163 177
Expected return on assets (692) (716) -- --
Amortization of:
net loss (gain) 54 112 (24) 3
unrecognized prior service cost 3 3 4 6
remaining unrecognized net obligation -- 10 -- --
----- ----- ----- -----
Net pension expense $ 942 $ 785 $ 217 $ 279
===== ===== ===== =====
Employer contributions $ 0 $ 50
===== =====
8. ACQUIRED INTANGIBLE ASSETS
The following is a summary of our intangible assets.
Dec 31, June 30,
2004 2004
------- -------
Purchased technology and licenses, gross $22,163 $19,889
Accumulated amortization (389) (206)
------- -------
Purchased technology and licenses, net $21,774 $19,683
======= =======
The balances in purchased technology and licenses primarily represent the
acquisition of assets and technology from X-Site Medical, LLC related to a
suture-based vascular closure device, the ProLumen thrombectomy device purchased
from Rex Medical, LP and a license for the right to manufacture and distribute
the Anestar anesthesia delivery systems. Amortization expense for the six months
ended December 31, 2004 and 2003 was $183 thousand and $23 thousand,
respectively.
9
DATASCOPE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share data)
8. ACQUIRED INTANGIBLE ASSETS (CONTINUED)
At December 31, 2004, estimated future amortization expense of intangible assets
subject to amortization is as follows: $0.5 million for the remaining six months
of fiscal 2005, and $1.4 million, $1.5 million, $1.6 million and $1.9 million
for fiscal years 2006, 2007, 2008 and 2009, respectively.
Goodwill
Goodwill as of December 31, 2004 and 2003 was $4.1 million. There was no
acquired goodwill and no change in the carrying value of existing goodwill
during the six months ended December 31, 2004. Of the $4.1 million in goodwill,
$1.8 million is in the Interventional Products / Vascular Grafts segment and
$2.3 million is in Corporate and Other.
9. SHORT-TERM DEBT
During the second quarter of fiscal 2005, we borrowed $10 million from our
existing credit facility to help pay the special and regular dividends on
October 8, 2004. The borrowing was done because the majority of our marketable
securities are earning interest at rates greater than our short-term borrowing
rate. The balance at December 31, 2004 of $10 million matures in installments of
$3 million in January 2005, $4 million in April 2005 and $3 million in July
2005. $2 million of the January installment was repaid with the remaining $1
million rolled over until March 2005. The weighted average annual interest rate
of our short-term debt was 2.36% at December 31, 2004. We had no borrowings
under our lines of credit as of December 31, 2003.
10. COMMITMENTS AND CONTINGENCIES
LITIGATION
We are subject to certain legal actions, including product liability matters,
arising in the ordinary course of our business. We believe we have meritorious
defenses in all material pending lawsuits. We also believe that we maintain
adequate insurance against any potential liability for product liability
litigation. In accordance with generally accepted accounting principles we
accrue for legal matters if it is probable that a liability has been incurred
and an amount is reasonably estimable.
The Shaev litigation is described in our annual report on Form 10-K for the
fiscal year ended June 30, 2004. The parties have settled the matter and have
submitted the settlement to the Court for its approval. The court's decision is
expected on March 7, 2005. Under the proposed settlement, the Company's
liability is covered by insurance.
On January 20, 2005, Rex Medical LP filed a complaint against Datascope in the
United States District Court for the District of Delaware seeking monetary
damages, declaratory relief and other relief for alleged breaches related to
three technology transfer agreements. The Company will file an answer denying
the allegations of the complaint and seek, by way of a counterclaim, monetary
damages and other appropriate relief. The Company believes it has meritorious
defenses to the allegations of the Complaint and a meritorious counterclaim,
both of which the Company intends to vigorously pursue.
CREDIT ARRANGEMENTS
The credit lines disclosed in our annual report on Form 10-K for the fiscal year
ended June 30, 2004 that were scheduled to expire in October and November 2004
were renewed. At December 31, 2004, we had available lines of credit totaling
$89.5 million, with interest payable at each lender's prime rate. Of the total
available, $25 million expires in March 2005, $25 million expires in October
2005, and $14 million expires in November 2005. These lines are renewable
annually at the option of the banks, and we plan to renew them. We also have
$25.5 million in credit lines with no expiration date.
OTHER CONTINGENCIES
Pursuant to agreements with X-Site Medical, LLC, Rex Medical LP and Heyer
Medical AG, we have contingent commitments to make additional payments, which
would be triggered by the achievement of certain milestones and sales
performance levels not currently estimable.
11. SPECIAL DIVIDEND AND INCREASE IN REGULAR DIVIDEND
On September 20, 2004, the Board of Directors declared a special dividend of
$2.00 per share and an increase in our regular quarterly dividend to 7 cents a
share from 5 cents a share. Both dividends were paid on October 8, 2004 to
shareholders of record on September 30, 2004. The special dividend amounted to
$29.6 million. The regular quarterly dividend of 7 cents was paid on January 18,
2005 to shareholders of record on December 27, 2004.
10
DATASCOPE CORP. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BUSINESS OVERVIEW
Datascope Corp. is a diversified medical device company that develops,
manufactures and markets proprietary products for clinical health care
markets in interventional cardiology and radiology, cardiovascular and
vascular surgery, anesthesiology, emergency medicine and critical care. We
have four product lines that are aggregated into two reportable segments,
Cardiac Assist / Monitoring Products and Interventional Products / Vascular
Grafts. Our products are sold principally by direct sales representatives
in the United States and a combination of direct sales representatives and
independent distributors in international markets. Our largest geographic
markets are the United States, Europe and Japan.
We believe that customers, primarily hospitals and other medical
institutions, choose among competing products on the basis of product
performance, features, price and service. In general, we believe price has
become an important factor in hospital purchasing decisions because of
pressure to cut costs. These pressures on hospitals result from federal and
state regulations that limit reimbursement for services provided to
Medicare and Medicaid patients. There are also cost containment pressures
on healthcare systems outside the U.S., particularly in certain European
countries. Many companies, some of which are substantially larger than us,
are engaged in manufacturing competing products. Our products are generally
not affected by economic cycles.
Our sales growth depends upon the successful development and marketing of
new products. We have continued to increase our investment in research and
development (R&D). In the second quarter and first six months of fiscal
2005, we increased R&D spending 9% and 14% compared to the corresponding
periods last year. We expect to continue to increase R&D spending in the
second half of fiscal 2005 as compared to 2004. We also plan to increase
sales through selective acquisitions of products and technologies from
other companies. During the past two years we have made investments in new
technologies, including the ProLumen(TM) thrombectomy device and the
X-Site(R) vascular closure device. We have improved our operating margins
through the sale of newer higher priced products, increasing the efficiency
of our manufacturing operations and cost containment programs.
Datascope's financial position continued strong at the end of December
2004. Cash and short-and long-term marketable investments were $58.5
million compared to $69.4 million at June 30, 2004. In October 2004, the
Company paid a special dividend of $2.00 per share and increased the
regular quarterly dividend to 7 cents per share from 5 cents per share.
Both dividends totaled $30.6 million.
RESULTS OF OPERATIONS
NET SALES
Net sales were $82.7 million in the second quarter and $163.0 million in
the first six months of fiscal 2005, compared to $86.8 million and $163.9
million for the corresponding periods last year. Sales in the second
quarter and first six months of fiscal 2005 were below last year because
validation of a new software release for the new Panorama(TM) central
monitoring system was not completed in time to allow revenue recognition of
$6.1 million in Panorama shipments. The Panorama sales of $6.1 million not
recognized in the second quarter are expected to benefit the third quarter.
11
Sales of the Cardiac Assist / Monitoring Products segment were $67.1
million in the second quarter of fiscal 2005 compared to $70.9 million and
$131.7 million in the first six months of fiscal 2005 compared to $130.7
million last year.
Sales of patient monitoring products of $32.9 million were 15% below
last year primarily as a result of the Panorama shipments not
recognizable in the second quarter and comparison to a very strong
second quarter last year. Higher shipments of the new Trio(TM) monitor,
Accutorr(R) non-invasive blood pressure monitors and favorable foreign
exchange of $0.6 million favorably impacted sales. Sales of patient
monitoring products in the first six months of fiscal 2005 were $64.9
million compared to $69.9 million last year, with the decrease due to
the same reasons discussed above.
Sales of cardiac assist products increased 6% to $34.2 million
primarily as a result of continued strong worldwide market acceptance
of the Company's CS100(TM) balloon pump, an innovative, fully automated
counterpulsation pump. Favorable foreign exchange of $0.6 million also
increased cardiac assist sales in the second quarter. In the first six
months of fiscal 2005, sales of Cardiac Assist products were $66.7
million compared to $60.8 million last year, with the increase due to
the same reasons discussed above.
Sales of the Interventional Products / Vascular Grafts segment were $15.2
million compared to $15.5 million in the second quarter and $30.6 million
in the first six months of fiscal 2005 compared to $32.6 million last year.
Sales of Interventional Products were $7.2 million compared to $8.4
million last year as sales of vascular closure devices continued to
decline partially offset by continued higher sales of new products
introduced last year, Safeguard(TM) and ProLumen. We expect to reverse
the decline in sales of vascular closure devices with new products such
as X-Site, an innovative suture-based device, planned for market
introduction in the second half of fiscal 2005, and On-Site(TM) a new,
innovative collagen-based closure device, planned for market
introduction during the summer of 2005. In the first six months of
fiscal 2005, sales of Interventional Products were $15.0 million
compared to $18.6 million last year, with the decrease due to the
continued reduction in sales of vascular closure devices.
Sales of InterVascular Inc.'s products were $8.0 million, 12% above
last year, reflecting increased demand by international distributors,
shipments to a new OEM distributor and favorable foreign exchange of
$0.3 million. In the first six months of fiscal 2005, sales of
InterVascular products were $15.6 million compared to $14.0 million
last year, due to the same reasons discussed above. We continue to work
to obtain FDA clearance to market InterGard(R) Silver grafts in the
U.S.
Sales of Genisphere products were $0.4 million and $0.7 million in the
second quarter and first six months of fiscal 2005, respectively, compared
to $0.3 million and $0.6 million for the corresponding periods last year.
Genisphere continued to pursue its marketing strategy to target major
academic institutions and the research and development department of
pharmaceutical and biotechnology companies.
12
GROSS PROFIT (NET SALES LESS COST OF SALES)
The gross profit percentage was 59.5% for the second quarter and 59.9%
for the first six months of fiscal 2005 compared to 58.3% and 58.5% for
the corresponding periods last year. The increase in the gross margin
percentage in the fiscal 2005 periods was primarily due to an improved
gross margin percentage in the Cardiac Assist / Monitoring Products
segment, as a result of sales of new products including the Fidelity
balloon catheter, the CS100 balloon pump, Spectrum(TM) and Trio
monitors and the Panorama central monitoring system, a Datascope
developed product that has a higher gross margin than the previous
system that was purchased from an OEM supplier. The Panorama sales
that favorably impacted the gross margin in the 2005 periods did not
include the systems with the new software release. Also contributing
to the improved gross margin percentage were cost reduction programs
in the Cardiac Assist / Monitoring Products segment.
RESEARCH AND DEVELOPMENT (R&D)
We continue to increase our investment in new product development and
improvements of existing products. R&D also reflects expenses for
regulatory compliance and clinical evaluations. R&D expenses increased
9% to $8.7 million in the second quarter of fiscal 2005, equivalent to
10.6% of sales compared to $8.0 million or 9.3% of sales in the second
quarter last year. R&D expenses increased 14% to $17.4 million in the
first six months of fiscal 2005, equivalent to 10.7% of sales compared
to $15.3 million, or 9.3% of sales for the same period last year. In
the fiscal 2005 periods, the relationship of R&D to sales was affected
by the Panorama shipments not recognizable in the second quarter.
R&D expenses for the Cardiac Assist / Monitoring Products segment were
$4.6 million in the second quarter and $9.6 million in the first six
months of 2005 compared to $5.1 million and $9.7 million in the
corresponding periods last year. The decrease in R&D expenses in the
second quarter was primarily attributable to capitalization of software
costs for a new product in Cardiac Assist that reached technological
feasibility during the second quarter of fiscal 2005.
R&D expenses for the Interventional Products / Vascular Grafts segment
were $3.6 million in the second quarter and $6.5 million in the first
six months of fiscal 2005, compared to $2.3 million and $4.4 million in
the corresponding periods last year, with the increases related to new
product development projects and higher clinical and regulatory costs.
The balance of consolidated R&D is in Corporate and Other and amounted
to $0.5 million in the second quarter and $1.3 million in the first six
months of fiscal 2005 compared to $0.7 million and $1.2 million in the
corresponding periods last year.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)
SG&A expenses increased 1% to $35.3 million in the second quarter of
fiscal 2005 or 42.7% of sales compared to $34.9 million or 40.2% of
sales last year. In the first six months of fiscal 2005, SG&A expenses
increased 3% to $68.8 million, or 42.2% of sales, compared to $67.0
million, or 40.9% of sales for the same period last year. In the fiscal
2005 periods, the relationship of SG&A to sales was affected by the
Panorama shipments not recognizable in the second quarter.
13
SG&A expenses for the Cardiac Assist / Monitoring Products segment
increased $3.0 million or 13% to $26.2 million in the second quarter of
fiscal 2005 and $4.8 million or 11% to $49.0 million in the first six
months of fiscal 2005, with the increases primarily attributable to
higher selling and clinical expenses as a result of additions and
filling open positions and unfavorable foreign exchange translation
($0.6 million).
SG&A expenses for the Interventional Products / Vascular Grafts segment
decreased 9% to $10.4 million in the second quarter of fiscal 2005 and
6% to $21.1 million in the first six months of fiscal 2005, due to
reductions in the U.S. sales organizations, partially offset by
unfavorable foreign exchange translation ($0.3 million).
Segment SG&A expenses include fixed corporate G&A charges that are
offset in Corporate and Other.
OTHER INCOME AND EXPENSE
Interest income of $0.4 million in the second quarter declined slightly
compared to $0.5 million in the same period last year, as an increase
in the average yield to 3.5% from 2.6% was offset by a lower average
portfolio balance ($55.8 million vs. $65.8 million). The decrease in
the average portfolio was primarily attributable to selling short-term
investments at the beginning of the second quarter to fund the payment
of the special and regular dividends paid on October 8, 2004 ($30.6
million). Interest income was $1.0 million in the first six months of
fiscal 2005 compared to $0.9 million in the same period last year, with
the increase attributable to an increase in the average yield to 3.4%
from 2.6%, partially offset by a lower average portfolio balance ($59.9
million vs. $63.5 million).
Other expense increased $0.5 million and $0.3 million for the second
quarter and first six months of fiscal 2005, respectively, compared to
the corresponding periods last year, primarily due to the benefit last
year from higher foreign exchange gains.
INCOME TAXES
In the second quarter and first six months of fiscal 2005, the
consolidated effective tax rate was 28.7% and 30.0% compared to 31.0%
in the second quarter and first six months last year. The lower tax
rate in the fiscal 2005 periods was primarily attributable to a greater
benefit for the Federal Research Credit.
On October 4, 2004, the Working Families Tax Relief Act of 2004
("WFTRA") was enacted. The WFTRA includes a July 1, 2004 retroactive
reinstatement of the Federal Research Credit, which is now scheduled to
expire on December 31, 2005. On October 22, 2004, the American Jobs
Creation Act of 2004 ("AJCA") was enacted. Under AJCA, the
Extraterritorial Income Exclusion (EIE) is being phased out over a two
year period. Our effective tax rate for the second quarter and first
six months of fiscal 2005 includes the net benefit of the reinstatement
of the Research Credit and the phase-out of the EIE.
The AJCA also provides a temporary 85% dividends-received deduction for
certain cash dividends repatriated from our international operations.
The amount of dividends eligible for repatriation is subject to several
limitations, and requires that the proceeds be invested in the U.S.
pursuant to an approved domestic reinvestment plan. On January 13,
2005, the Internal Revenue Service issued the first of a series of
notices providing guidance for eligibility of the special
dividends-received deduction. Additionally, on December 28, 2004, the
tax treaty between the U.S. and the Netherlands was amended, which will
affect the net impact of certain dividends repatriated from the
Netherlands.
14
At this time, we are reviewing the preliminary guidance and tax treaty
provisions to determine the net impact of any dividend repatriation. We
are currently unable to determine the ultimate tax rate impact of the
temporary dividends-received deduction, pending the completion of our
review of the above provisions, and the issuance of further clarifying
regulatory guidance from the Internal Revenue Service. It is
anticipated that this evaluation will be completed by the end of our
current fiscal year.
NET EARNINGS
Net earnings were $3.7 million or $0.24 per diluted share in the second
quarter of fiscal 2005 compared to $5.6 million or $0.37 per diluted
share last year. Net earnings were $8.4 million or $0.55 per diluted
share in the first six months of fiscal 2005 compared to $9.8 million
or $0.65 per diluted share for the same period last year. Earnings in
the second quarter and first six months of fiscal 2005 were below last
year primarily because validation of a new software release for the new
Panorama central monitoring system was not completed in time to allow
revenue recognition of $6.1 million in Panorama shipments. The Panorama
sales of $6.1 million and related net earnings of 17 cents per share
not recognized in the second quarter are expected to benefit the third
quarter. Earnings were also impacted by increased R&D and SG&A
expenses, as discussed above, partially offset by an improved gross
margin percentage in the Cardiac Assist / Monitoring Products segment.
LIQUIDITY AND CAPITAL RESOURCES
Working capital was $97.5 million at December 31, 2004 compared to
$119.9 million at June 30, 2004. The current ratio was 2.5:1 compared
to 3.3:1. The decrease in working capital and the current ratio was
primarily due to an increase in current liabilities, attributable to
short-term borrowings of $10.0 million, and a reduction of $8.0 million
in cash and short-term investments primarily related to funding the
special dividend and regular dividend paid in October 2004 of $30.6
million.
In the first six months of fiscal 2005, cash provided by operations was
$22.3 million compared to $19.5 million last year, with the increase
due to income tax refunds, lower accounts receivable and higher accrued
expenses, partially offset by higher inventory related to the Panorama.
Net cash provided by investing activities was $2.8 million, primarily
attributable to sales of investments of $18.9 million and maturities of
investments of $14.4 million, offset by $21.5 million for purchases of
investments, $2.8 million for capitalized software, the purchase of
$4.0 million of property, plant and equipment and $2.3 million for
purchased technology and licenses. Net cash used in financing
activities was $23.3 million, due to $31.4 million dividends paid and
stock repurchases of $6.8 million, offset by short-term debt of $10.0
million and stock option activity of $4.9 million.
On September 20, 2004, the Board of Directors declared a special
dividend of $2.00 per share and an increase in our regular quarterly
dividend to 7 cents a share from 5 cents a share. Both dividends were
paid on October 8, 2004 to shareholders of record on September 30,
2004. The special dividend amounted to $29.6 million.
To assist with the payment of the special and regular dividends
totaling $30.6 million, we borrowed $10 million for periods up to nine
months with interest rates averaging 2.36%. The borrowing was executed
against our existing credit lines since the current lending rates were
lower than the earnings rate on the majority of our marketable
securities. On January 7, 2005, we repaid $2.0 million of the
borrowing, and expect to repay the remainder of the borrowing as funds
are generated from operations.
15
The credit lines disclosed in our Form 10-K for the fiscal year ended
June 30, 2004 that were scheduled to expire in October and November
2004 were renewed. At December 31, 2004, we had available lines of
credit totaling $89.5 million, with interest payable at each lender's
prime rate. Of the total available, $25 million expires in March 2005,
$25 million expires in October 2005, and $14 million expires in
November 2005. These lines are renewable annually at the option of the
banks, and we plan to renew them. We also have $25.5 million in lines
of credit with no expiration date.
On May 16, 2001, the Board of Directors authorized $40 million to buy
shares of our common stock from time to time, subject to market
conditions and other relevant factors affecting the Company. We
purchased about 176 thousand of our common shares for approximately
$6.8 million during the first six months of fiscal 2005. To date we
have repurchased approximately 880 thousand shares at a cost of $34.0
million. The remaining balance under the existing share repurchase
program is $6.0 million.
We believe that our existing cash balances, future cash generated from
operations and existing credit facilities will be sufficient to meet
our projected working capital, capital and investment needs. The
moderate rate of current U.S. inflation has not significantly affected
the Company.
INFORMATION CONCERNING FORWARD LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations 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 Panorama sales not recognized in the second
quarter will not fully benefit the third quarter, new product
introductions planned for both the dialysis market and vascular closure
market will not reverse the decline in the Interventional Products
division, 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.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB)
issued Statement No. 151, "Inventory Costs - an amendment of ARB
No. 43, Chapter 4." The new standard indicates that abnormal freight,
handling costs, and wasted materials (spoilage) are required to be
treated as current period charges rather than as a portion of
inventory cost. Additionally, the standard clarifies that fixed
production overhead should be allocated based on the normal capacity
of a production facility. Statement 151 is effective for the Company
in fiscal 2006. The adoption of Statement 151 is not expected to have
a material impact on the Company's consolidated financial statements.
16
In December 2004, the FASB issued Statement No. 123 (revised 2004)
"Share-Based Payment," (Statement 123R) that will require compensation
costs related to share-based payment transactions to be recognized in
the financial statements. With limited exceptions, the amount of
compensation cost will be measured based on the grant-date fair value
of the equity or liability instruments issued. Compensation cost will
be recognized over the period that an employee provides services in
exchange for the award. Statement 123R replaces FASB Statement No. 123,
Accounting for Stock-Based Compensation and supersedes APB Opinion No.
25 Accounting for Stock Issued to Employees. Statement 123R applies to
all awards granted after the required effective date and to awards
modified, repurchased, or cancelled after that date. The cumulative
effect of initially applying this Statement, if any, is recognized as
of the required effective date.
Companies that used the fair-value based method for either recognition
or disclosure under Statement 123 will apply this revised Statement
using a modified version of prospective application. Under this
transition method, for the portion of outstanding awards for which the
requisite service has not yet been rendered, compensation cost is
recognized on or after the required effective date based on the
grant-date fair value of those awards calculated under Statement 123
for either recognition or pro forma disclosures. Statement 123R is
effective for the Company in fiscal 2006. The adoption of Statement
123R is expected to have a material impact on our consolidated
financial statements as disclosed in Note 1, Summary of Significant
Accounting Policies - Stock-Based Compensation.
In December 2004, the FASB issued Statement No. 153, "Exchanges of
Nonmonetary Assets - an amendment of APB Opinion No. 29." This
Statement addresses the measurement of exchanges of nonmonetary assets,
eliminating the exception from fair value measurement for nonmonetary
exchanges of similar productive assets in APB Opinion No. 29 and
replacing it with an exception for exchanges that do not have
commercial substance. This Statement, which is to be applied
prospectively, is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges occurring in fiscal periods
beginning after the date of issuance of this Statement. The adoption of
Statement 153 is not expected to have a significant impact on our
consolidated financial statements.
17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Due to the global nature of our operations, we are subject to the exposures
that arise from foreign exchange rate fluctuations. Our objective in
managing our exposure to foreign currency fluctuations is to minimize net
earnings volatility associated with foreign exchange rate changes. We enter
into foreign currency forward exchange contracts to hedge foreign currency
transactions which are primarily related to certain intercompany
receivables denominated in foreign currencies. Our hedging activities do
not subject us to exchange rate risk because gains and losses on these
contracts offset losses and gains on the intercompany receivables hedged.
The net gains or losses on these foreign currency forward exchange
contracts are included within Other, net, in our condensed consolidated
statements of earnings. We do not use derivative financial instruments for
trading purposes.
None of our foreign currency forward exchange contracts are designated as
economic hedges of our net investment in foreign subsidiaries. As a result,
no foreign currency transaction gains or losses were recorded in
accumulated other comprehensive loss for the three and six month periods
ended December 31, 2004 and 2003.
As of December 31, 2004, we had a notional amount of $12.1 million of
foreign exchange forward contracts outstanding, which were in Euros and
British pounds. The foreign exchange forward contracts generally have
maturities that do not exceed 12 months and require us to exchange foreign
currencies for United States dollars at maturity, at rates agreed to when
the contract is signed.
Item 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures as of the
end of the period covered by this report. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls
over financial reporting or in other factors that would significantly
affect the internal controls over financial reporting during the
Registrant's most recent fiscal quarter.
18
Part II: OTHER INFORMATION
Item 1. Legal Proceedings
We are subject, in the ordinary course of our business, to product
liability litigation. We believe we have meritorious defenses in all
material pending lawsuits. We also believe that we maintain adequate
insurance against any potential liability. We receive comments and
recommendations with respect to our products from the staff of the FDA and
from other agencies on an on-going basis. We may or may not agree with
these comments and recommendations. However, we are not a party to any
formal regulatory administrative proceedings.
The Shaev litigation is described in our annual report on Form 10-K for the
fiscal year ended June 30, 2004. The parties have settled the matter and
have submitted the settlement to the Court for its approval. The court's
decision is expected on March 7, 2005. Under the proposed settlement, the
Company's liability is covered by insurance.
The Gugnani litigation is described in our annual report on Form 10-K for
the fiscal year ended June 30, 2004. The Company filed a motion to dismiss
on October 19, 2004 in lieu of filing an answer denying the allegations of
the complaint. This motion was granted and the matter was dismissed with
prejudice on January 13, 2005.
On January 20, 2005, Rex Medical LP filed a complaint against Datascope in
the United States District Court for the District of Delaware seeking
monetary damages, declaratory relief and other relief for alleged breaches
related to three technology transfer agreements. The Company will file an
answer denying the allegations of the complaint and seek, by way of a
counterclaim, monetary damages and other appropriate relief. The Company
believes it has meritorious defenses to the allegations of the Complaint
and a meritorious counterclaim, both of which the Company intends to
vigorously pursue.
Item 2. Changes In Securities, Use of Proceeds and Issuer Purchases of Equity
Securities
The following table sets forth information on repurchases by the Company of
its common stock during the second quarter of fiscal year 2005.
Total Number of Shares Total Value of Shares
Average Purchased that May Yet Be Purchased
Total Number of Price as a Part of Publicly Under the Programs
Fiscal Period Shares Purchased Per Share Announced Programs ($ 000's)
- ------------------- ---------------- --------- ----------------------- -------------------------
10/01/04 - 10/31/04 5,000 $ 36.07 5,000 $ 10,557
11/01/04 - 11/30/04 73,036 39.13 73,036 7,700
12/01/04 - 12/31/04 41,960 41.03 41,960 5,978
------- ---------- ------- ---------
Total Second Quarter 119,996 $ 39.67 119,996 $ 5,978
======= ========== ======= =========
The current stock repurchase program was announced on May 16, 2001.
Approval was granted for up to $40 million in repurchases and there is no
expiration date on the current program.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Datascope Corp. was held on December
7, 2004 and the following matters were voted upon:
19
1. To approve the election of William L. Asmundson and James J. Loughlin to
serve as Class I members of the Datascope Corp. Board of Directors until
the 2007 annual meeting of shareholders and until the election and
qualification of their respective successors.
W. Asmundson For: 13,097,311 Withheld: 321,593
J. Loughlin For: 13,031,511 Withheld: 387,393
Lawrence Saper, Alan Abramson, David Altschiller, Robert E. Klatell and
Arno Nash continued to serve as members of the Datascope Corp. Board of
Directors after the annual meeting.
2. Proposal to approve an Amendment to the Datascope Corp. Amended and
Restated 1995 Stock Option Plan
For: 10,574,162 Against: 1,242,051
Abstain: 457,438
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
31.1 Certification of Principal Executive Officer Regarding Facts
and Circumstances Relating to Quarterly Reports
31.2 Certification of Principal Financial Officer Regarding Facts
and Circumstances Relating to Quarterly Reports
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K. During the quarter for which this report on Form
10-Q is filed, the Registrant filed a Form 8-K dated October 29, 2004,
pertaining to the Earnings Release of Datascope Corp. dated October
28, 2004.
20
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 Chief Executive
Officer
By: /s/ Murray Pitkowsky
----------------------------------
Murray Pitkowsky
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: February 9, 2005
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