ZOLL MEDICAL CORPORATION - 10-Q Quarterly Report

UNITED STATES

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 the three month period from January 3, 2005 to April 3, 2005.

¨	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 0-20225

ZOLL MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)


Massachusetts		04-2711626
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)

269 Mill Road, Chelmsford, MA		01824-4105
(Address of principal executive offices)		(Zip Code)

(978) 421-9655

(Registrant’s telephone number, including area code)

Not Applicable

(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 ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock:


Class		Outstanding at May 9, 2005
Common Stock, $0.02 par value		9,574,809

This document consists of 34 pages.

ZOLL MEDICAL CORPORATION

INDEX


		Page No.
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements:

Consolidated Balance Sheets (unaudited) April 3, 2005 and October 3, 2004		3

Consolidated Statements of Operations (unaudited) Three and Six Months Ended April 3, 2005 and April 4, 2004		4

Consolidated Statements of Cash Flows (unaudited) Six Months Ended April 3, 2005 and April 4, 2004		5

Notes to Consolidated Financial Statements (unaudited)		6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		30

ITEM 4. Controls and Procedures		31

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings		32

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		32

ITEM 3. Defaults Upon Senior Securities		32

ITEM 4. Submission of Matters to a Vote of Security Holders		32

ITEM 5. Other Information		32

ITEM 6. Exhibits		33

Signatures		34

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ZOLL MEDICAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(000’s omitted, except per share data)

(Unaudited)


	April 3, 2005			October 3, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	21,472		$	40,685
Marketable securities		17,408			18,325
Accounts receivable, less allowance of $4,775 at April 3, 2005, and $4,855 at October 3, 2004		53,167			51,038
Inventories:
Raw materials		16,255			12,284
Work-in-process		5,108			4,379
Finished goods		19,329			15,039

		40,692			31,702
Prepaid expenses and other current assets		7,556			7,273

Total current assets		140,295			149,023
Property and equipment, at cost:
Land and building		1,144			1,136
Machinery and equipment		42,517			39,949
Construction in progress		4,080			3,834
Tooling		9,007			8,155
Furniture and fixtures		3,041			2,796
Leasehold improvements		4,441			4,417

		64,230			60,287
Less: accumulated depreciation		39,807			36,066

Net property and equipment		24,423			24,221

Investments		1,580			9,858
Notes receivable		1,937			7,129
Goodwill		27,314			3,281
Intangibles and other assets, net		19,575			13,680

	$	215,124		$	207,192

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,301		$	12,321
Accrued expenses and other liabilities		25,302			21,917

Total current liabilities		34,603			34,238
Deferred income taxes		2,008			2,008
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 1,000 shares, none issued and outstanding
Common stock, $0.02 par value, authorized 19,000 shares, 9,575 and 9,309 issued and outstanding at April 3, 2005 and October 3, 2004, respectively		191			186
Capital in excess of par value		114,557			105,916
Accumulated other comprehensive loss		(2,690	)		(2,018	)
Retained earnings		66,455			66,862

Total stockholders’ equity		178,513			170,946

	$	215,124		$	207,192

See notes to unaudited consolidated financial statements.

ZOLL MEDICAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(000’s omitted, except per share data)

(Unaudited)


	Three Months Ended					Six Months Ended
	April 3, 2005			April 4, 2004		April 3, 2005			April 4, 2004
Net sales	$	52,491		$	50,761	$	103,120		$	101,603
Cost of goods sold		22,820			22,258		45,020			44,397

Gross profit		29,671			28,503		58,100			57,206
Expenses:
Selling and marketing		18,980			18,236		38,647			35,992
General and administrative		4,624			3,552		8,897			6,737
Research and development		5,820			4,680		11,648			9,020

Total expenses		29,424			26,468		59,192			51,749
Income (loss) from operations		247			2,035		(1,092	)		5,457
Investment and other income (expense)		(12	)		291		332			870

Income (loss) before income taxes		235			2,326		(760	)		6,327
Provision (benefit) for income taxes		76			768		(353	)		2,088

Net income (loss)	$	159		$	1,558	$	(407	)	$	4,239

Basic earnings (loss) per common share	$	0.02		$	0.17	$	(0.04	)	$	0.46

Weighted average common shares outstanding		9,574			9,160		9,428			9,132

Diluted earnings (loss) per common and common equivalent share	$	0.02		$	0.17	$	(0.04	)	$	0.46

Weighted average common and common equivalent shares outstanding		9,651			9,339		9,428			9,278

See notes to unaudited consolidated financial statements.

ZOLL MEDICAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(000’s omitted)

(Unaudited)


	Six Months Ended
	April 3, 2005			April 4, 2004
OPERATING ACTIVITIES:
Net income (loss)	$	(407	)	$	4,239
Charges not affecting cash:
Depreciation and amortization		5,512			4,552
Tax benefit from the exercise of stock options		91			736
Unrealized (gain)/loss from hedging activities		(18	)		131
Changes in current assets and liabilities:
Accounts receivable		(786	)		2,078
Inventories		(8,775	)		(3,610	)
Prepaid expenses and other current assets		129			113
Accounts payable and accrued expenses		(3,840	)		(4,707	)

Cash (used for) provided by operating activities		(8,094	)		3,532
INVESTING ACTIVITIES:
Purchases of marketable securities		(2,000	)		(9,000	)
Sales of marketable securities		2,765			5,260
Additions to property and equipment		(4,720	)		(5,360	)
Disposals of property and equipment		235			—
Payments for acquisitions, net of cash acquired		(7,110	)		(8,513	)
Milestone payment related to prior year acquisition		(405	)		—
Other assets, net		(436	)		—

Cash used for investing activities		(11,671	)		(17,613	)
FINANCING ACTIVITIES:
Exercise of stock options		396			2,147

Cash provided by financing activities		396			2,147
Effect of exchange rates on cash and cash equivalents		156			331

Net decrease in cash and cash equivalents		(19,213	)		(11,603	)
Cash and cash equivalents at beginning of period		40,685			40,780

Cash and cash equivalents at end of period	$	21,472		$	29,177

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period:
Income taxes	$	687		$	1,106
Non-cash activity during the period:
Common stock issued at fair value for acquisition of Revivant	$	8,179		$	—

See notes to unaudited consolidated financial statements.

ZOLL MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 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 for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal recurring nature) considered necessary for a fair presentation have been included. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include provisions for returns, bad debts and the estimated lives of fixed assets. Actual results may differ from these estimates. The results for the interim periods are not necessarily indicative of results to be expected for the entire year. The information contained in the interim financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended October 3, 2004 included in its Form 10-K, as amended, filed with the Securities and Exchange Commission (“SEC”).

2. Segment and Geographic Information

Segment information: The Company operates in a single business segment: the design, manufacture and marketing of a range of non-invasive resuscitation devices and software solutions. These devices and software help healthcare professionals, emergency medical service providers, and first responders diagnose and treat victims of trauma, as well as sudden cardiac arrest. In order to make operating and strategic decisions, ZOLL’s chief operating decision maker evaluates revenue performance based on the worldwide revenues of four customer/product categories but, due to shared infrastructures, profitability is based on an enterprise-wide measure. These customer/product categories consist of (1) the sale of resuscitation devices and accessories to the North American hospital market including the military marketplace, (2) the sale of the same items and data collection management software to the North American pre-hospital market, (3) the sale of disposable/other products in North America, (4) the sale of resuscitation devices, accessories, disposable electrodes and data collection management software to the international market.

Net sales by customer/product categories were as follows:


	Three Months Ended				Six Months Ended
(000’s omitted)	April 3, 2005		April 4, 2004		April 3, 2005		April 4, 2004
Hospital Market - North America	$	16,952	$	21,138	$	30,821	$	40,392
Pre-hospital Market - North America		17,763		14,082		35,936		28,902
Other - North America		5,095		5,031		9,694		10,320
International Market		12,681		10,510		26,669		21,989

	$	52,491	$	50,761	$	103,120	$	101,603

The Company reports assets on a consolidated basis to the chief operating decision maker.

Geographic information: Net sales by major geographical area, determined on the basis of destination of the goods, are as follows:


	Three Months Ended				Six Months Ended
(000’s omitted)	April 3, 2005		April 4, 2004		April 3, 2005		April 4, 2004
United States	$	36,995	$	38,170	$	71,667	$	73,725
Foreign		15,496		12,591		31,453		27,878

	$	52,491	$	50,761	$	103,120	$	101,603

No individual foreign country represented 10% or more of our revenues for the three and six months months ended April 3, 2005 and April 4, 2004.

3. Comprehensive Income

The Company computes comprehensive income in accordance with Statement of Financial Accounting Standards No. 130 (“SFAS 130”) “Reporting Comprehensive Income.” SFAS 130 establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Other comprehensive income, as defined, includes all changes in equity during a period from non-owner sources, such as unrealized gains and losses on available-for-sale securities, foreign currency translation and the changes in fair value of the effective portion of our outstanding cash flow hedge contracts. Total comprehensive income for the three and six months ended April 3, 2005 and April 4, 2004, were as follows:


	Three Months Ended						Six Months Ended
(000’s omitted)	April 3, 2005			April 4, 2004			April 3, 2005			April 4, 2004
Net income (loss)	$	159		$	1,558		$	(407	)	$	4,239
Unrealized gain (loss) on available-for-sales securities, net of tax		(19	)		(24	)		(60	)		(23	)
Foreign currency translation adjustment		(550	)		(196	)		(649	)		366
Net unrealized gain (loss) on cash flow hedges		—			81			18			(165	)

Total comprehensive income	$	(410	)	$	1,419		$	(1,098	)	$	4,417

4. Stock Option Plans

At April 3, 2005, the Company had three stock-based compensation plans. The Company’s 1992 and 2001 stock option plans provide for the granting of options to officers and other key employees to purchase the Company’s Common Stock at a purchase price, in the case of incentive stock options, at least equal to the fair market value per share of the outstanding Common Stock of the Company at the time the option is granted, as determined by the Compensation Committee of the Board of Directors. Options are no longer granted under the 1992 plan. The options vest in equal annual installments over two or four years and have a maximum life of 10 years. The Company’s Non-employee Director Stock Option Plan provides for the grant of options to purchase 10,000 shares of Common Stock to Directors of the Company who are not also employees of the Company or any of its subsidiaries upon the Directors’ initial appointment to the Board of Directors. The Non-employee Director options vest in equal annual installments over a four year period. The Non-employee Director options are granted at an exercise price equal to the fair market value of the Common Stock on the date the option is granted.

The Company has adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123”, which amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) provides a fair value-based model of accounting for stock options and awards. As permitted by SFAS 123, the Company measures compensation expense for its stock-based compensation plans using the intrinsic method prescribed by Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees.” Under the intrinsic value method, compensation expense is measured as the difference, if any, between the exercise price of the stock option or award and the fair value of the Company’s common stock on the date of the grant. In accordance with SFAS 123, the Company has provided the pro forma disclosures of the effect on net income and earnings per share as if SFAS 123 had been applied in measuring compensation expense for all periods presented using a fair value model. Stock options and awards issued to non-employees are accounted for based on fair value.

No stock-based employee compensation cost is reflected in net income, as all options granted under the Company’s stock compensation plans had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value model of SFAS 123, to the stock-based employee compensation. The estimated fair value of each option is calculated using the Black-Scholes option-pricing model:


	Three Months Ended						Six Months Ended
(000’s omitted, except per share data)	April 3, 2005			April 4, 2004			April 3, 2005			April 4, 2004
Net income (loss)-as reported	$	159		$	1,558		$	(407	)	$	4,239
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects		(621	)		(627	)		(1,267	)		(1,309	)

Net income (loss)-pro forma	$	(462	)	$	931		$	(1,674	)	$	2,930

Earnings per share:
Basic – as reported	$	0.02		$	0.17		$	(0.04	)	$	0.46

Basic – pro forma	$	(0.05	)	$	0.10		$	(0.18	)	$	0.32

Diluted – as reported	$	0.02		$	0.17		$	(0.04	)	$	0.46

Diluted – pro forma	$	(0.05	)	$	0.10		$	(0.18	)	$	0.32

The above pro forma amounts may not be representative of the effects on reported net income for future years. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the six months ended April 3, 2005 and April 4, 2004:


	2005		2004
Dividend yield	0	%	0	%
Expected volatility	67.0	%	68.1	%
Risk-free interest rate	3.77	%	3.14	%
Expected lives	5 years		5 years

During the three and six months ended April 3, 2005, the Company issued 11,317 and 26,999 common shares, respectively, pursuant to exercised stock options for proceeds of approximately $282,000 and $396,000, respectively. For the three and six months ended April 4, 2004, the Company issued 49,504 and 122,363 common shares, respectively, for proceeds of approximately $615,000 and $2.2 million, respectively.

5. Earnings per Share

The shares used for calculating basic earnings per common share were the weighted average shares of common stock outstanding during the period and the shares used for calculating diluted earnings per common share were the weighted average shares of common stock outstanding during the period plus the dilutive effect of stock options. During the six months ended April 3, 2005, the effect of stock options was excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive due to the net loss incurred.


	Three Months Ended		Six Months Ended
(000’s omitted)	April 3, 2005	April 4, 2004	April 3, 2005	April 4, 2004
Average shares outstanding for basic earnings per share	9,574	9,160	9,428	9,132
Dilutive effect of stock options	77	179	0	146

Average shares outstanding for diluted earnings per share	9,651	9,339	9,428	9,278

6. Derivative Instruments and Hedging Activities

The Company operates globally, and its earnings and cash flows are exposed to market risk from changes in currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments. The program is operated pursuant to documented corporate risk management policies. The Company does not enter into any derivative transactions for speculative purposes.

The Company uses foreign currency forward contracts to manage its currency transaction exposures with intercompany receivables denominated in foreign currencies. These currency forward contracts are not designated as cash flow, fair value or net investment hedges under Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities” and therefore, are marked-to-market with changes in fair value recorded to earnings. These derivative instruments do not subject the Company’s earnings or cash flows to material risk since gains and losses on those derivatives offset losses and gains on the assets and liabilities being hedged. These derivative instruments are entered into for periods consistent with the currency transaction exposures, generally three months.

The Company had one foreign currency forward contract outstanding, serving as a hedge of a substantial portion of our Euro-denominated intercompany balances, in the notional amount of approximately 4.5 million Euros at April 3, 2005. The net settlement amount of this contract at April 3, 2005, was an unrealized gain of approximately $35,000.

The Company occasionally uses foreign currency forward contracts to manage its currency transaction exposures from forecasted foreign currency denominated sales to its subsidiaries. These currency forward contracts are designated as cash flow hedges under SFAS 133; therefore, the effective portion of the gain or loss is reported as a component of other comprehensive income and will be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the derivative’s change in fair value would be recognized currently through earnings regardless of whether the instrument is designated as a hedge.

At April 3, 2005, the Company had no outstanding foreign currency forward contracts serving as cash flow hedges.

Net realized gains from foreign currency forward contracts totaled $275,000 during the quarter ended April 3, 2005 and are included in the consolidated statement of operations compared to net realized losses of $24,000 for the prior year’s quarter.

7. Product Warranties

The Company typically offers one-year and five-year product warranties for most of its products. The Company provides for the estimated cost of product warranties at the time product revenue is recognized. Factors that affect the Company’s warranty reserves include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary.

Product warranty activity for the six months ended April 3, 2005 is as follows:

(000’s omitted)

Balance at

October 3, 2004

Accruals for warranties
issued during the period

Decrease to pre-existing
warranties

Balance at

April 3, 2005

$2,679

$534

$217

$2,996

8. Acquisitions

Revivant Corporation

On October 4, 2004, the Company exercised its option to acquire Revivant Corporation (“Revivant”) of Sunnyvale, California, the manufacturer of the AutoPulse^™ Non-invasive Cardiac Support Pump (“AutoPulse”). The option was part of an agreement entered into in August 2003, through which ZOLL invested $7 million in Revivant preferred stock and provided $5 million of debt financing in exchange for a 15% stake in Revivant and the option to acquire their remaining outstanding shares. On October 12, 2004, the Company completed its acquisition of 100 percent of the equity of Revivant. The AutoPulse is an FDA-approved device that offers the potential of restoring near-normal blood flow levels in victims of Sudden Cardiac Arrest (SCA). The acquisition presents an opportunity to expand the Company’s presence in the resuscitation market.

In addition to the existing $7 million preferred stock investment and the $5 million of debt financing previously provided to Revivant, upon the consummation of the acquisition, the Company paid initial merger consideration of approximately $15 million comprised of 50% cash and 50% ZOLL common stock (224,300 shares). The agreement provides that the Company will make (i) milestone payments targeted at $15 million, contingent on the completion of certain clinical trials with the AutoPulse through 2006 and (ii) additional payments for the years 2005 through 2007 based on the growth of AutoPulse sales. In general, these additional payments will be a combination of cash and ZOLL common stock. These additional payments, if and when made, will be allocated to goodwill.

The Company has registered under the applicable securities laws an additional 765,509 shares of ZOLL common stock that may be issued upon achievement of these milestones. During the first quarter of fiscal 2005, the Company had accrued $1 million for Revivant’s attainment of a milestone related to the publication of clinical data. The Company subsequently paid the $1 million milestone in the form of $500,000 in cash and the remainder in shares of ZOLL common stock (15,188 shares) during the second quarter of fiscal 2005.

From October 12, 2004, the results of operations of Revivant are included in the consolidated income statement of the Company.

The following is a summary of the Company’s estimate of the fair values of the assets acquired and liabilities assumed. The results of the Company’s estimate are preliminary at this time and the final results may differ from the preliminary estimate of the fair value of the acquired intangible assets. The Company will finalize the purchase price allocation upon finalizing the valuation of the intangible assets and obtaining other relevant information relating to the acquisition.


(000’s omitted)
Assets:
Current Assets	$	3,560
Property and equipment		226
Goodwill		24,046
Intangible assets subject to amortization (estimated 11 year weighted-average useful life)		6,600
Other assets		9

Total assets acquired	$	34,441

Liabilities:
Current liabilities	$	3,910

Total liabilities assumed		3,910

Net assets acquired	$	30,531

The $24.0 million of goodwill will be assigned to our only reportable segment which is the design, manufacture and marketing of an integrated line of proprietary non-invasive resuscitation devices, and systems used for the treatment of victims of trauma, including sudden cardiac arrest. The goodwill is not deductible for income tax purposes. The intangibles acquired included $6.4 million developed technology and $200,000 of backlog. The backlog has been expensed in the first quarter of fiscal 2005. The developed technology will be amortized on a straight-line basis over its 11 year estimated useful life.

Supplemental Pro Forma Information – Unaudited

The unaudited pro forma combined condensed statements of operations for the period ended April 3, 2005 give effect to the acquisition of Revivant as if the acquisition had occurred at the beginning of the period, January 3, 2005, and the beginning of the year, October 4, 2004, and the corresponding periods in the prior year after giving effect to certain adjustments, including amortization of the intangibles subject to amortization and related income taxes.

The unaudited pro forma combined condensed statements of operations are not necessarily indicative of the financial results that would have occurred if the Revivant acquisition had been consummated on January 3, 2005 or October 4, 2004, or the corresponding periods in the prior year, nor are they necessarily indicative of the financial results which may be attained in the future.

The proforma statements of operations is based upon available information and upon certain assumptions that ZOLL’s management believes are reasonable. The Revivant acquisition is being accounted for using the purchase method of accounting. The allocation of the purchase price is preliminary. Final amounts could differ from those reflected in the pro forma statements of operations, and such differences could be significant.


(000’s omitted, except per share data)	Three Months Ended (Unaudited)					Six Months Ended (Unaudited)
	April 3, 2005		April 4, 2004			April 3, 2005			April 4, 2004
Net sales	$	52,491	$	51,455		$	103,120		$	101,603
Net income (loss)	$	159	$	(584	)	$	(847	)	$	(676	)
Net loss per common share:
Basic	$	0.02	$	(0.06	)	$	(0.09	)	$	(0.07	)
Diluted	$	0.02	$	(0.06	)	$	(0.09	)	$	(0.07	)

9. Intangibles and Other Assets

Intangibles and other assets consist of:


	Weighted Average Life	April 3, 2005				October 3, 2004
(000’s omitted)	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
License of technologies	20 years	$	9,727	$	1,583	$	9,413	$	1,158
Patents	10 years		11,104		1,173		4,583		665
Other assets	—		3,016		1,516		2,937		1,430

		$	23,847	$	4,272	$	16,933	$	3,253

Amortization of acquired intangibles for the three months ended April 3, 2005 and April 4, 2004 was approximately $302,000 and $32,000, respectively, and is included in operating expenses in the consolidated statements of operations. Amortization of acquired intangibles for the six months ended April 3, 2005 and April 4, 2004 was approximately $604,000 and $32,000, respectively, and is included in operating expenses in the consolidated statements of operations.

10. Income Taxes

The Company’s effective tax rate for the three months ended April 3, 2005 was a tax provision of 32% as compared to tax provision of 33% for the same period in fiscal 2004. The slight difference reflects the continued generation of research and development tax credits, and the impact of foreign earnings taxed at differing rates.

The Company’s effective tax rate for the six months ended April 3, 2005 was a tax benefit of 46% as compared to tax provision of 33% for the same period in fiscal 2004. The difference in the effective tax rate is due to a discrete $130,000 U.S. research and development tax credit recorded during the quarter ended January 2, 2005, due to the enactment into law of the American Jobs Creation Act subsequent to October 3, 2004.

11. Legal Proceedings

On December 10, 2004, a complaint was filed against Revivant Corporation by Dr. Thomas Fogarty and his affiliate, alleging that Revivant owes a 4% royalty on all of its sales. The Company believes the suit is without merit. Moreover, in connection with the Company’s acquisition of Revivant, the former stockholders of Revivant specifically agreed to indemnify the Company against Dr. Fogarty’s claim for all amounts up to $15 million. The Company has the right to set-off these indemnity claims against future contingent amounts payable by it as part of the purchase price for Revivant.

The Company has been informed by the federal government that it is conducting an investigation regarding two sales of defibrillators in fiscal 2000 to a distributor, which were then allegedly trans-shipped to Iran without the required export licenses. The Company is cooperating with the Department of Justice in connection with its ongoing investigation, and has provided requested information. The two sales in question represented approximately $150,000 of net income in fiscal 2000. Although it is premature to determine the likely outcome of the investigation, it is possible that the Company may be subject to civil or criminal fines and sanctions as a result of this matter.

In addition to these matters the Company is, from time to time, involved in the normal course of its business in various other litigation matters and regulatory issues, including product recalls. Although the Company is unable to quantify at the present time the exact financial impact in any of these matters, it believes that none of these other matters currently pending will have an outcome material to its financial condition or business.

12. Recent Accounting Pronouncements

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

Statement 123(R) as published was to be effective for the first interim or annual reporting period that begins after June 15, 2005. On April 14, 2005, the Securities and Exchange Commission (“SEC”) announced the adoption of a rule that defers the

required effective date of Statement 123(R). The SEC rule provides that Statement 123(R) is now effective for registrants as of the beginning of the first fiscal year beginning after June 15, 2005, therefore delaying the required adoption date until October 3, 2005 which is the first quarter of fiscal 2006.

Statement 123(R) permits public companies to adopt its requirements using one of two methods.

A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.

A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures for either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

The Company has not completed its analysis of the different methods and has not yet determined which method it will adopt. The actual impact on future years will be dependent on a number of factors, including our stock price and the level of future grants from our stock plans. Consequently, this impact has not been included in the historical financial statements for any period presented, nor has it been included in the comparable forward-looking guidance regularly provided by the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are committed to developing technologies that help advance the practice of resuscitation. With products for pacing, defibrillation, circulation, ventilation, and fluid resuscitation, we provide a comprehensive set of technologies that can help clinicians, EMS professionals, and lay rescuers resuscitate sudden cardiac arrest or trauma victims. We also design and market software that automates the documentation and management of both clinical and non-clinical data.

We continue to be in a strong financial position. Our balance sheet includes $38.9 million of cash, cash equivalents and short-term investments, and no long-term debt. We accomplished our primary objective of returning to profitability during the quarter. Our total sales increased 3% to $52.5 million for the three months ended April 3, 2005 as compared to the same period a year earlier. Our increased sales in the pre-hospital and International markets were offset by the completion of the Patient Movement Item (PMI) military contract in the prior year. Sales to the U.S. Military, which are included in the North American hospital revenues, decreased $7.2 million or 71% to $2.9 million from the prior year period. Operating expenses decreased sequentially from the first quarter of fiscal 2005 as we implemented cost reductions.

Three Months Ended April 3, 2005 Compared To Three Months Ended April 4, 2004

Sales

Net sales by customer/product categories are as follows:


(000’s omitted)	April 3, 2005		April 4, 2004		% Change
Devices and Accessories to the Hospital Market-North America	$	16,952	$	21,138	(20	)%
Devices, Accessories, and Data Management Software to the Pre-hospital Market-North America		17,763		14,082	26	%
Other Products to North America		5,095		5,031	1	%

Subtotal North America		39,810		40,251	(1	)%
All Products to the International Market		12,681		10,510	21	%

Total Sales	$	52,491	$	50,761	3	%

Net sales increased 3% to $52.5 million for the three months ended April 3, 2005, as compared to the same period a year earlier. A significant reason for this lack of total growth was due to approximately $10.1 million of equipment sales to the U.S. military in the prior year quarter compared to $2.9 million in the current year’s quarter. While we anticipated that prior year’s military business was unlikely to repeat in the current year, we were unable to obtain sufficient growth from the AutoPulse and other defibrillator markets to make up for the reduced military sales.

Sales to the North American hospital market decreased approximately $4.2 million compared to the same period a year prior. This decrease was primarily attributable to a decreased volume of our capital equipment sold to the U.S. military due to the completion of the PMI military contract, and our inability to replace that business in the current year’s quarter with sufficient

volume of other hospital business. Although pricing has remained stable, we continue to face price competition from Philips and Medtronic.

Sales to the North American pre-hospital market increased approximately $3.7 million compared to the same period a year ago. The growth in the North American pre-hospital market was driven by $1.3 million in sales of the AutoPulse product which was acquired in the first quarter of fiscal 2005 through the acquisition of Revivant and approximately $1.4 million due to improved volume with our AED products.

Total sales of the AED products to all our markets were $8.4 million in comparison to $7.0 million for the same period last year. This increase was driven by volume, while pricing for the product was down slightly compared to the prior year period.

International sales increased by approximately $2.2 million in comparison to the same period a year earlier. This increase included a favorable impact of approximately $155,000 from foreign currency exchange rate movements. The growth in our international sales include approximately $1.2 million of increased sales volume through our foreign subsidiaries and approximately $600,000 of increased sales volume in our Latin American distributors.

Total sales of the AutoPulse product to all our markets were $1.6 million. New unit sales increased from 40 units in the first quarter of fiscal 2005 to over 100 units in the current quarter.

Gross Margins

Gross margin for the three months ended April 3, 2005 increased slightly compared to the comparable prior year quarter. The increase reflected an improvement in the mix of revenue from U.S. military sales and favorable EMS pricing due to increased sales of parameters offset by an increased percentage of International sales which typically carry lower margins.

Backlog

We ended the quarter April 3, 2005 with a total backlog of approximately $2.0 million compared to approximately $2.5 million at the end of the previous quarter. Capital equipment comprised approximately $1.0 million of the $2.0 million total backlog at the end of the current quarter and approximately $1.5 million of the $2.5 million total backlog at the end of the previous quarter. As we grow, in order to facilitate shipments given heavy end of quarter orders, we believe we need to establish a permanent backlog of orders that will not be shipped at the end of each quarter. Due to possible changes in delivery schedules, cancellation of orders and delays in shipments, our backlog at any particular date is not necessarily an accurate predictor of revenue for any succeeding period.

Costs and Expenses

Operating expenses for the three months ended April 3, 2005 and April 4, 2004 are as follows:


(000’s omitted)	April 3, 2005		% of Sales		April 4, 2004		% of Sales		Change %
Selling and marketing	$	18,980	36	%	$	18,236	36	%	4	%
General and administrative		4,624	9	%		3,552	7	%	30	%
Research and development		5,820	11	%		4,680	9	%	24	%

Total expenses	$	29,424	56	%	$	26,468	52	%	11	%

Selling and marketing expenses increased $700,000 for the three months ended April 3, 2005 compared to the three months ended April 4, 2004. This increase reflected $1.3 million of increased personnel related costs. This was partially offset by reductions in marketing expenditures of $400,000 and travel expenses of $100,000.

General and administrative expenses increased $1.1 million for the three months ended April 3, 2005 compared to the three months ended April 4, 2004. Approximately $325,000 of the total increase year over year is due to the acquisition of Revivant Corporation which was not included in the prior year’s expenses. The remaining increase is primarily attributable to increased consulting services and other outside services of approximately $550,000 including Sarbanes-Oxley compliance costs. The increase also reflects approximately $120,000 due to increased amortization of patents.

Research and development expenses increased $1.1 million for the three months ended April 3, 2005 compared to the three months ended April 4, 2004. Approximately $1.0 million of this change is attributable to spending at Revivant Corporation which was not included in the comparable quarter of the prior year. The remaining increase reflects continued expenditures on existing product platforms and on new projects.

Income Taxes

Our effective tax provision rate was 32% for the three months ended April 3, 2005 as compared to an effective tax provision rate of 33% for the same period in fiscal 2004. The slight difference reflects the continued generation of research and development tax credits, and the impact of foreign earnings taxed at differing rates.

Six Months Ended April 3, 2005 Compared To Six Months Ended April 4, 2004

Sales

Net sales by customer/product categories are as follows:


(000’s omitted)	April 3, 2005		April 4, 2004		% Change
Devices and Accessories to the Hospital Market-North America	$	30,821	$	40,392	(24	)%
Devices, Accessories, and Data Management Software to the Pre-hospital Market-North America		35,936		28,902	24	%
Other Products to North America		9,694		10,320	(6	)%

Subtotal North America		76,451		79,614	(4	)%
All Products to the International Market		26,669		21,989	21	%

Total Sales	$	103,120	$	101,603	1	%

Net sales increased slightly for the six months ended April 3, 2005, as compared to the same period a year earlier. North American hospital sales decreased $9.5 million or 24% from the comparable prior year period. The decrease stemmed from prior year’s military business of $18.6 million compared to $6.2 million in the current period. North American pre-hospital sales increased $7.0 million or 24% from the same period in 2004 due to $2.9 million of AutoPulse sales since acquisition, an increase of $2.2 million related to professional defibrillator and data products, and an increase of $1.9 million in AED sales.

Total sales of the AED products to all our markets were $16.7 million in comparison to $13.8 million for the same period last year. The change was driven by increased volume.

International sales increased by approximately $4.7 million in comparison to the same period a year earlier. This increase included a favorable impact of approximately $540,000 from foreign currency exchange rate movements. The growth in our international sales include approximately $2.4 million of increased sales through our foreign subsidiaries and approximately $1.3 million of increased sales in our Latin American distributors.

Total sales of the AutoPulse product to all our markets were $3.3 million for the six months ended April 3, 2005. In the first quarter of fiscal 2005, we shipped 50 units from the acquired backlog, another 30 units from the Revivant pipeline that were closed in the first quarter, and 40 units which originated and shipped in the first quarter. In the second quarter of fiscal 2005, comparable shipments of newly generated orders increased from 40 units to over 100 units compared to the prior quarter.

Gross Margins

Gross margin for the six months ended April 3, 2005 remained constant at approximately 56% of revenue as compared to the comparable prior year quarter. Margins for the six months ended April 3, 2005 were favorably impacted by the improvement in the mix of U.S. military sales, and the better mix of parameters offset primarily by the increase in International sales which typically carry lower margins and lower disposable sales which typically carry higher margins.

Costs and Expenses

Operating expenses for the six months ended April 3, 2005 and April 4, 2004 are as follows:


(000’s omitted)	April 3, 2005		% of Sales		April 4, 2004		% of Sales		Change %
Selling and marketing	$	38,647	37	%	$	35,992	35	%	7	%
General and administrative		8,897	9	%		6,737	7	%	32	%
Research and development		11,648	11	%		9,020	9	%	29	%

Total expenses	$	59,192	57	%	$	51,749	51	%	14	%

Selling and marketing expenses increased $2.7 million for the six months ended April 3, 2005 compared to the six months ended April 4, 2004. Approximately $500,000 of the total increase year over year is related to selling and marketing expenses of Revivant Corporation whose results were not included in the prior year’s quarter’s expenses. The remaining increase in selling and marketing expense was driven by increased personnel costs.

General and administrative expenses increased $2.2 million for the six months ended April 3, 2005 compared to the six months ended April 4, 2004. Approximately $625,000 of the total increase year over year is due to the acquisition of Revivant Corporation which was not included in the prior year’s quarter’s expenses. The balance of the increase is primarily due to increased professional services of approximately $1,100,000, including Sarbanes-Oxley compliance costs, and approximately $150,000 due to increased amortization.

Research and development expenses increased $2.6 million for the six months ended April 3, 2005 compared to the six months ended April 4, 2004. Approximately $2.0 million of this change is attributable to spending at Revivant Corporation which was not included in the comparable quarter of the prior year. The remaining increase reflects continued expenditures on existing product platforms and on new projects.

Income Taxes

Our effective tax benefit rate was 46% for the six months ended April 3, 2005 as compared to an effective tax provision rate of 33% for the same period in fiscal 2004. The difference in the effective tax rate is due to a discrete $130,000 research and development tax credit recorded during the quarter ended January 2, 2005 due to the enactment into law of the American Jobs Creation Act subsequent to October 3, 2004. This resulted in a larger tax benefit for the pretax loss recorded for the six months ended April 3, 2005. We believe our effective tax rate for the full fiscal year of 2005 will approximate 30%.

Liquidity and Capital Resources

Our overall financial condition remains strong. Our cash and cash equivalents at April 3, 2005 totaled $21.5 million compared with $40.7 million at October 3, 2004. In addition, we had marketable securities of $17.4 million at April 3, 2005 in comparison to $18.3 million at October 3, 2004. We have no long-term debt.

Cash Requirements:

We believe that the combination of existing cash, cash equivalents, and highly liquid short-term investments on hand, along with future cash to be generated by operations and amounts available under our line of credit will be sufficient to meet our ongoing operating and capital expenditure requirements for the foreseeable future. We believe we have, and will maintain, sufficient cash to meet future milestone contingency payments related to the Revivant acquisition. We may also need to draw on these funds in the future for potential acquisitions.

Sources and Uses of Cash:

To assist with the discussion, the following table presents the abbreviated cash flows for the six months ended April 3, 2005, and April 4, 2004:


(000’s omitted)	Six months ended April 3, 2005			Six months ended April 4, 2004
Net income (loss)	$	(407	)	$	4,239
Changes not affecting cash		5,585			5,419
Changes in current assets and liabilities		(13,272	)		(6,126	)

Cash (used for) provided by operating activities		(8,094	)		3,532
Cash used for investing activities		(11,671	)		(17,613	)
Cash provided by financing activities		396			2,147
Effect of foreign exchange rates on cash		156			331

Net change in cash and cash equivalents		(19,213	)		(11,603	)
Cash and cash equivalents – beginning of period		40,685			40,780

Cash and cash equivalents – end of period	$	21,472		$	29,177

Operating Activities

The increase in cash used for operating activities was primarily attributable to a decrease from net income in the prior year period to a net loss in the current year period which was responsible for $4.6 million of this change. The current period net loss results from lower U.S. military sales which occurred in the prior year period which did not recur in the current period. We also used cash of approximately $5 million to build up inventory at the end of the quarter when compared to the prior year quarter. This increase results primarily from a recent U.S. military contingency contract award. The remaining $2.0 million change was a result of the paydown of accrued expenses including 401K, sales and income tax payments. An additional $5 million payment from the U.S. military related to this contingency contract was received immediately following the end of the second quarter.

Investing Activities

The $5.9 million decrease in cash used in investing activities reflects a $3 million decrease in net purchases of marketable securities in the current fiscal year period compared to the prior year. The remaining change relates to a $1 million decrease in fixed asset additions and a $1 million decrease in acquisition payments compared to the prior year quarter.

Financing Activities

Cash provided by financing activities decreased by approximately $1.8 million from the previous year period. The change reflects a lower number of stock options exercised during the current period (26,999 shares in the current period verses 122,363 in the prior year period) at a lower weighted-average exercise price per share ($14.66 in the current period verses $17.53 in the prior year period).

Investments

As of April 3, 2005, we had investments in privately held technology companies with a carrying value of $1.6 million. We have performed a review of these investments and determined the carrying value of these investments approximates their fair value.

In March 2004, we acquired substantially all the assets of Infusion Dynamics, Inc. (“Infusion”). Under the terms of the acquisition, we are obligated to make additional earn out payments through 2006 and royalty payments through 2011 (“contingencies”) based on performance of the acquired business. Because additional consideration is based on the growth of sales, a reasonable estimate of the future payments to be made cannot be determined. When these contingencies are resolved and the consideration is distributable, we will record the fair value of the additional consideration as additional cost of the acquired assets.

We exercised our option to acquire Revivant Corporation (“Revivant”) on October 12, 2004. We paid $15 million in the form of cash and shares of our Common Stock as the initial merger consideration. As of April 3, 2005, we paid $1 million for the first milestone payment. We may be required to make future milestone payments, estimated to be approximately $14 million, tied to the completion of certain clinical trials of the AutoPulse^{^™} Resuscitation System through 2006. As of April 3, 2005, we may also make additional payments for the years 2005 through 2007 based on the growth of the AutoPulse sales. Because additional consideration is based on the growth of the AutoPulse sales, a reasonable estimate of the potential total purchase price cannot be determined. All payments will generally be a combination of cash and shares of our Common Stock.

We also have an option exercisable through October 2005 to acquire the remainder of LifeCOR, Inc. (“LifeCOR”) assets. If the option is exercised, we will make earn out payments to LifeCOR’s shareholders based upon future revenue growth of the acquired business over a five-year period. Because additional consideration is based on the growth of sales over a five-year period, a reasonable estimate of the total acquisition cost cannot be determined. As of April 3, 2005, we are also providing a $1.1 million working capital line of credit to LifeCOR secured by LifeCOR’s accounts receivable and other assets.

Debt Instruments and Related Covenants

We maintain a working capital line of credit with our bank. Under this working capital line, we may borrow on a demand basis. Currently, we may borrow up to $12.0 million at an interest rate equal to the bank’s base rate. No borrowings were outstanding on this line during the quarter ended April 3, 2005. There are no covenants related to this line of credit.

Off-Balance Sheet Arrangements

Our only off-balance sheet arrangements consist of non-cancelable operating leases entered into in the ordinary course of business and one minimum purchase commitment contract for a critical raw material component. The table shown below in

the next section titled “Contractual Obligations and Other Commercial Commitments” shows the amounts of our operating lease commitments and purchase commitments payable by year. For liquidity purposes, we choose to lease our facilities and automobiles instead of purchasing them.

Contractual Obligations and Other Commercial Commitments

The following table sets forth certain information concerning our obligations and commitments to make future payments under contracts, such as debt and lease agreements, and under contingent commitments.


(000’s omitted)	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Non-Cancelable Operating Lease Obligations	$	9,437	$	2,030	$	3,276	$	2,771	$	1,360
Purchase Obligations		357		357		—		—		—

Total Contractual Obligations	$	9,794	$	2,387	$	3,276	$	2,771	$	1,360

Purchase obligations include all legally binding contracts which are non-cancelable. Purchase orders or contracts for the purchase of raw materials and other goods and services are not included in the table above. Purchase orders represent authorizations to purchase rather than binding agreements. For the purposes of this table, purchase obligations for purchase of goods and services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based upon our current inventory needs and are fulfilled by our suppliers within short time periods. We also enter into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.

Contractual obligations that are contingent upon the achievement of certain milestones are not included in the table above. These include the milestone payments tied to the completion of certain clinical trials of the AutoPulse^{^™} Resuscitation System through 2006. These arrangements are not considered contractual obligations until the milestone is met. Assuming all future milestones were met, additional required payments would be approximately $15 million in cash and ZOLL stock.

In addition, contractual obligations that are contingent upon future performance and growth of sales are not included in the table above. These include the additional earn out payments and royalty payments for Infusion Dynamics through fiscal 2006; additional earn out payments for Revivant Corporation through fiscal 2007; and if we exercise our option to purchase LifeCOR, the additional earn out payments for LifeCOR through fiscal 2009. Because all of these earn out and royalty payments are based upon the growth of sales over several years, a reasonable estimate of the future payment obligations cannot be determined.

Hedging Activities

We use forward contracts to reduce our exposure to foreign currency risk due to fluctuations in exchange rates underlying the value of intercompany accounts receivable denominated in foreign currencies as well as forecasted sales to subsidiaries denominated in foreign currencies. We had one forward exchange contract outstanding serving as a hedge of our Euro intercompany receivables in the notional amount of approximately 4.5 million Euros at April 3, 2005. The contract serves as a hedge of a substantial portion of our Euro-denominated intercompany balances. The fair value of the foreign currency derivative contract outstanding at April 3, 2005 was approximately $5.8 million resulting in an unrealized gain of $35,000. We had no forward exchange contracts outstanding serving as a hedge of a portion our forecasted sales to our subsidiaries at April 3, 2005.

Net realized gains/(losses) from foreign currency forward contracts included in the consolidated statement of operations totaled $275,000 and $(256,000) for the three month and six month period ended April 3, 2005, respectively, compared to net realized losses of $545,000 and $538,000 for the prior year comparable periods. Any gains or losses on the fair value of the derivative contract would be largely offset by the losses and gains on the underlying transaction. These offsetting gains and losses are not reflected above.

Legal and Regulatory Affairs

Company against Dr. Fogarty’s claim for all amounts up to $15 million. The Company has the right to set-off these indemnity claims against future contingent amounts payable by it as part of the purchase price for Revivant.

Critical Accounting Estimates

Our management strives to report our financial results in a clear and understandable manner, even though in some cases accounting and disclosure rules are complex and require us to use technical terminology. We follow accounting principles generally accepted in the United States in preparing our consolidated financial statements. These principles require us to make certain estimates of matters that are inherently uncertain and to make difficult and subjective judgments that affect our financial position and results of operations. Our most critical accounting policies include revenue recognition, and our most critical accounting estimates include accounts receivable reserves, warranty reserves, inventory reserves, and the valuation of long lived assets. Management continually reviews its accounting policies, how they are applied and how they are reported and disclosed in our financial statements. Following is a summary of our more significant accounting policies, which include revenue recognition and those that require significant estimates and judgments and uncertainties, and potentially could result in materially different results under different assumptions and conditions, and how they are applied in preparation of the financial statements.

Revenue Recognition

Revenues from sales of cardiac resuscitation devices, disposable electrodes and accessories are recognized when a signed non-cancelable purchase order exists, the product is shipped, title and risk have passed to the customer, the fee is fixed and determinable, and collection is considered reasonably assured. Circumstances which generally preclude the immediate recognition of revenue include shipping terms of FOB destination or the existence of a customer acceptance clause in a contract based upon customer inspection of the product. In these instances, revenue is deferred until adequate documentation is obtained to ensure that these criteria have been fulfilled. Similarly, revenues from the sales of our products to distributors fall under the same guidelines. For all significant orders placed by our distributors, we require an approved purchase order, we perform a credit review, and we ensure that the terms on the purchase order or contract are proper and do not include any contingencies which preclude revenue recognition. We do not typically offer any special right of return, stock rotation or price protection to our distributors or the end customers.

Our sales to customers often include a cardiac resuscitation device, disposable electrodes and other accessories. For the vast majority of our shipments, all deliverables are shipped together. In cases where some elements of a multiple element arrangement are not delivered as of a reporting date, we defer the fair value of the undelivered elements and only recognize the revenue related to the delivered elements in accordance with Emerging Issues Task Force (EITF) 00-21 “Revenue Arrangements with Multiple Deliverables”. Revenues are recorded net of estimated returns. Some sales to customers of our cardiac resuscitation devices may include some data collection software. The cardiac resuscitation device and software product can operate independently of each other and one does not impede the functionality of the other. In cases where both elements are included in a customer’s order but only one has been delivered by the reporting date, we defer the fair value of the undelivered element and recognize the revenue related to the delivered item.

We also license software under non-cancelable license agreements and provide services including training, installation, consulting and maintenance, which consist of product support services, periodic updates and unspecified upgrade rights (collectively, post-contract customer support (“PCS”)). Revenue from the sale of software is recognized in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended. License fee revenues are recognized when a non-cancelable license agreement has been signed, the software product has been delivered, there are no uncertainties surrounding product acceptance, the fees are fixed and determinable, and collection is considered probable. Revenues from maintenance agreements and upgrade rights are

recognized ratably over the period of service. Revenue for services, such as software deployment, is recognized when the deployment is completed.

Our software arrangements contain multiple elements, which include software products, services and PCS. Generally, we do not sell computer hardware products with our software products. We will occasionally facilitate the hardware purchase by providing information to the customer such as where to purchase the equipment. We do not have vendor specific objective evidence of fair value for our software products. We do, however, have vendor specific objective evidence of fair value for items such as technical services, maintenance, upgrades and support for the software products based upon the price charged when such items are sold separately. Accordingly, for transactions where vendor specific objective evidence exists for undelivered elements but not for delivered elements, we use the residual method as discussed in SOP 98-9, “Modification of SOP 97-2, With Respect to Certain Transactions.” Under the residual method, the total fair value of the undelivered elements, as indicated by vendor specific objective evidence, is deferred and the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements.

We do not ship any of our software products to distributors or resellers. Our software products are sold only by our sales force directly to the end user. We may sell software to system integrators who provide complete solutions to end users on a contract basis.

We have been awarded a contract by the U.S. government to achieve a “state of readiness” to supply defibrillators on short notice. Based on the award, we are receiving two types of payments from the U.S. government. The first payment is to reimburse us for the cost to acquire inventories required to meet potentially short notice delivery schedules. This payment is to be carried on our balance sheet as a liability under government contract.

We also are receiving other payments from the U.S. government to compensate us for managing the purchase, build, storage and inventory rotation process. This payment also compensates us for making future production capacity available. The portion of this second payment associated with the purchase and build aspects of the contract is being recognized on a percentage of completion basis while the portion of the second payment for the storage, inventory rotation and facilities charge is being recognized ratably over a year.

This government contract is for one year and the U.S. government has four one-year extension options that require the payment of additional fees to us if exercised. The U.S. government has two ways to acquire defibrillators under this contract. They may buy on a replenishment basis, which means we will record a sale under our normal U.S. government price list and maintain our “state of readiness” or they may buy on a non-replenishment basis which will still allow us to obtain normal margins but it will reduce our future obligations under this arrangement.

We recognized approximately $400,000 and $900,000 of percentage completion revenue for the three month and six months ended April 3, 2005, respectively, under this contract as we completed our “state of readiness”. In addition, over the course of the four quarters of 2005, we are recognizing a total of approximately $500,000 of revenue ratably related to the storage, inventory rotation and maintenance of capacity.

Allowance for Doubtful Accounts / Sales Returns and Allowances

We maintain an allowance for doubtful accounts for estimated losses, which are included in bad debt expense, resulting from the inability of our customers to make required payments. We determine the adequacy of this allowance by regularly reviewing the aging of our accounts receivable and evaluating individual customer receivables, considering customers’ financial condition, historical experience, credit history and current economic condition. We also maintain an estimate of potential future product returns and discounts given related to trade-ins and to current period product sales. We analyze the rate of historical returns when evaluating the adequacy of the allowance for sales returns, which are included with the allowance for doubtful accounts on our balance sheet.

As of April 3, 2005, our accounts receivable balance of $53 million is reported net of allowances of $5 million. We believe our reported allowances at April 3, 2005 are adequate. If the financial conditions of our customers were to deteriorate, however, resulting in their inability to make payments, we may need to record additional allowances, resulting in additional expenses being recorded for the period in which such determination was made.

Warranty Reserves

Our products are sold with warranty provisions that require us to remedy deficiencies in quality or performance over a specified period of time, usually one to five years. We provide for the estimated cost of product warranties at the time product is shipped and revenue is recognized. The costs which we estimate include material, labor, and shipping. While we engage in product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. We believe that our recorded liability of $3.0 million at April 3,

2005 is adequate to cover future costs for the servicing of our products sold through that date and under warranty. If actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required.

Inventory Reserves

Significant management judgment is required to determine the reserve for obsolete or excess inventory. Inventory on hand may exceed future demand either because the product is outdated, obsolete, or because the amount on hand is in excess of future needs. We provide for the total value of inventories that we determine to be obsolete based on criteria such as customer demand and changing technologies. We estimate excess inventory amounts by reviewing quantities on hand and comparing those quantities to sales forecasts for the next 12 months; identifying historical service usage trends and matching that usage with the installed base quantities to estimate future needs. At April 3, 2005, our inventory reserves were $3.9 million, or 8.7% of our $44.5 million gross inventories.

We value our inventories at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method, including material, labor and factory overhead.

Goodwill and Other Intangibles

At April 3, 2005, we had approximately $27.3 million in goodwill primarily resulting from our acquisitions of Revivant Corporation and Infusion Dynamics. In accordance with SFAS 142, Goodwill and Other Intangible Assets, we test our goodwill for impairment at least annually by comparing the fair value of our reporting units to the carrying value of those reporting units. Fair value is determined based on an estimate of the discounted future cash flows expected from the reporting units. The determination of fair value requires significant judgment on the part of management about future revenues, expenses and other assumptions that contribute to the net cash flows of the reporting units. Additionally, we periodically review our goodwill for impairment whenever events or changes in circumstances indicate that an impairment indicator has occurred.

Investments

At April 3, 2005, we had $1.6 million in investments in privately held companies focused in the medical devices industry. These investments are carried at cost. We periodically review the fair value of our investments to determine if impairment has occurred. We estimate the fair value of these investments based on an analysis of discounted cash flows. If we determine that the carrying value of an investment exceeds its fair value, we record an impairment charge to adjust the carrying value to estimated fair value, if the impairment is deemed other-than-temporary. The estimate of fair value of these investments, and the determination of whether impairment is temporary, requires that management make significant judgments that could affect the timing and amount of any impairment charge recorded.

Long Lived Assets

We periodically review the carrying amount of our long lived assets, including property and equipment, and intangible assets, to assess potential impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The determination includes evaluation of factors such as current market value, business climate and future cash flows expected to result from the use of the related assets. Our policy is to use undiscounted cash flows in assessing potential impairment and to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable. This process requires judgment on the part of management.

Safe Harbor Statements

Certain statements contained herein constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission and within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Particularly, the Company’s expectations regarding future operational liquidity, contractual obligations and other commercial commitments, and capital requirements are forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the length and severity of the current economic slowdown and its impact on capital spending

budgets, the potential disruption in the transportation industry on the Company’s supply chain and product distribution channels, adoption of the Financial Accounting Standards Board Statement No. 123R, Share-Based Payment, and those other risks and uncertainties contained under the heading “Risk Factors”.

Risk Factors

If We Fail to Compete Successfully in the Future against Existing or Potential Competitors, Our Operating Results May Be Adversely Affected

Our principal global competitors with respect to our entire cardiac resuscitation equipment product line are Medtronic Emergency Response Systems (Physio-Control) and Royal Philips Electronics. Physio-Control is a subsidiary of Medtronic, Inc., a leading medical technology company. Physio-Control has been the market leader in the defibrillator industry for over twenty years. As a result of Physio-Control’s dominant position in this industry, many potential customers have relationships with Physio-Control that could make it difficult for us to continue to penetrate the markets for our products. In addition, Physio-Control, its parent and Royal Philips Electronics and other competitors each have significantly greater resources than we do. Accordingly, Physio-Control, Royal Philips Electronics and other competitors could substantially increase the resources they devote to the development and marketing of products that are competitive with ours. These and other competitors may develop and successfully commercialize medical devices that directly or indirectly accomplish what our products are designed to accomplish in a superior and/or less expensive manner. In addition, although our biphasic waveform technology is unique, our competitors have devised alternative biphasic waveform technology. We have also licensed our biphasic waveform technology to GE Medical Systems Information Technologies (GEMSIT).

There are a number of smaller competitors in the United States, which include Welch Allyn, Inc., Cardiac Science, Inc., HeartSine Technology, and Defibtech. Internationally, we face the same competitors as in the United States as well as Nihon Kohden, Corpuls, Schiller, and other local competitors. It is possible the market may embrace these competitors’ products which could negatively impact our market share.

Additional companies may enter the market. For example, GEMSIT has announced its intention to enter the hospital market through cooperation with Cardiac Science, Inc. Their success may impair our ability to gain market share.

In addition to external defibrillation and external pacing with cardiac resuscitation equipment, it is possible that other alternative therapeutic approaches to the treatment of sudden cardiac arrest may be developed. These alternative therapies or approaches, including pharmaceutical or other alternatives, could prove to be superior to our products.

There is significant competition in the business of developing and marketing software for data collection, billing, dispatching and management in the emergency medical system market. Our principal competitors in this business include Medusa Medical Technologies, Inc. Healthware Technologies, Inc., Safety Pad Software, Geac Computer Corporation, Ltd., DocuMed, Inc., Tritech Software Systems, Inc., Ortivus AB, RAM Software Systems, Inc., Intergraph Corporation and AmbPac, Inc., some of which have greater financial, technical, research and development and marketing resources than we do. Because the barriers to entry in this business are relatively low, additional competitors may easily enter this market in the future. It is possible that systems developed by competitors could be superior to our data management system. Consequently, our ability to sell our data management system could be materially affected and our financial results could be materially and adversely affected.

Our Operating Results are Likely to Fluctuate Which Could Cause Our Stock Price to be Volatile, and the Anticipation of a Volatile Stock Price Can Cause Greater Volatility

Our quarterly and annual operating results have fluctuated and may continue to fluctuate. Various factors have and may continue to affect our operating results, including:

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high demand for our products which could disrupt our normal factory utilization and cause shipments to occur in uneven patterns;

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variations in product orders;

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timing of new product introductions;

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temporary disruptions on buying behavior due to changes in technology (e.g. shift to biphasic technology);

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changes in distribution channels;

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actions taken by our competitors such as the introduction of new products or the offering of sales incentives;

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the ability of our sales forces to effectively market our products;

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supply interruptions from our single source vendors;

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temporary manufacturing disruptions;

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regulatory actions, including actions taken by the FDA or similar agencies; and

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delays in obtaining domestic or foreign regulatory approvals.

A large percentage of our sales are made toward the end of each quarter. As a consequence, our quarterly financial results are often dependent on the receipt of customer orders in the last weeks of a quarter. The absence of these orders could cause us to fall short of our quarterly sales targets, which in turn could cause our stock price to decline sharply. As we grow in size, and these orders are received closer to the end of a period, we may not be able to manufacture, test, and ship all orders in time to recognize the shipment as revenue for that quarter.

Based on these factors, period-to-period comparisons should not be relied upon as indications of future performance. In anticipation of less successful quarterly results, parties may take short positions in our stock. The actions of parties shorting our stock might cause even more volatility in our stock price. The volatility of our stock may cause the value of a stockholder’s investment to decline rapidly.

The AED PAD (Public Access Defibrillation) Business is Highly Dynamic. If We are Not Successful in Competing In This Market, Our Operating Results May be Affected.

The PAD market has many dynamics. This market involves many new types of non-traditional healthcare distributors, and the efficiency of these distributors may not be as robust as we expect. These new types of distributors may present credit risks since they may not be well established and may not have the necessary business volumes. In addition, we may not be successful in gaining market acceptance of our AED Plus into alternative PAD markets if our PAD Distributors are not successful. Also, our focus upon the PAD market may distract our operations from our core M Series business. All of these items could cause our operating results to be unfavorably affected.

We have noticed that as the PAD market has grown, there have been an increasing number of smaller, start-up companies entering the market. In order to gain market share, these companies compete mainly on price. If these companies are able to capture a larger market share with lower prices, this may cause declining prices and negatively affect our operating results. Also, the internet is playing a bigger role in generating sales of AED’s. This could result in lower pricing.

Two of our major competitors have entered the home market. We also sell to the home market and if our plan turns out to be less effective or efficient, we might have difficulty building market share.

We Recently Acquired New Products Such as the AutoPulse and the Power Infuser. If We Are Not Successful in Growing Our Business with These Products, Our Operating Results May Be Affected

We have recently acquired the AutoPulse, an automated non-invasive cardiac support pump, and the Power Infuser, a device that provides highly controlled, rapid delivery of intraveneous (IV) fluids to trauma victims. As part of the successful development of the market for these products, we must:

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establish new marketing and sales strategies;

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identify respected health professionals and organizations to champion the products;

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work with potential customers to develop new sources of unbudgeted funding;

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conduct successful clinical trials; and

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achieve early success for the product in the field.

If we are delayed or fail to achieve these market development initiatives, we may encounter difficulties building our customer base for these products. Sub par results from any of these items could cause our operating results to be unfavorably affected.

We May be Required to Implement a Costly Product Recall

In the event that any of our products proves to be defective, we can voluntarily recall, or the FDA could require us to redesign or implement a recall of any of our products. Both our larger competitors and we have, on numerous occasions, voluntarily recalled products in the past, and based on this experience, we believe that future recalls could result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future. Though it is

not possible to quantify the economic impact of a recall, it could have a material adverse effect on our business, financial condition and results of operations. For example, in 2004, we issued a device safety alert on some M Series with the AED feature to correct a potential problem that some of the units may have with the software installed on them. Under certain conditions, the unit may skip the “press shock” screen prompt after correctly advising the user of a shockable ECG rhythm, charging, and enabling/illuminating the shock button. The devices were operating properly in all other respects. The cost of implementing this corrective action was less than $50,000.

Changes in the Healthcare Industry May Require Us to Decrease the Selling Price for Our Products or Could Result in a Reduction in the Size of the Market for Our Products, Each of Which Could Have a Negative Impact on Our Financial Performance

Trends toward managed care, healthcare cost containment, and other changes in government and private sector initiatives in the United States and other countries in which we do business are placing increased emphasis on the delivery of more cost-effective medical therapies which could adversely affect the sale and/or the prices of our products. For example:

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major third-party payers of hospital and pre-hospital services, including Medicare, Medicaid and private healthcare insurers, have substantially revised their payment methodologies during the last few years which has resulted in stricter standards for reimbursement of hospital and pre-hospital charges for certain medical procedures;

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Medicare, Medicaid and private healthcare insurer cutbacks could create downward price pressure in the cardiac resuscitation pre-hospital market;

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numerous legislative proposals have been considered that would result in major reforms in the U.S. healthcare system that could have an adverse effect on our business;

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there has been a consolidation among healthcare facilities and purchasers of medical devices in the United States who prefer to limit the number of suppliers from whom they purchase medical products, and these entities may decide to stop purchasing our products or demand discounts on our prices;

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there is economic pressure to contain healthcare costs in international markets;

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there are proposed and existing laws and regulations in domestic and international markets regulating pricing and profitability of companies in the healthcare industry; and

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there have been initiatives by third party payers to challenge the prices charged for medical products which could affect our ability to sell products on a competitive basis.

Both the pressure to reduce prices for our products in response to these trends and the decrease in the size of the market as a result of these trends could adversely affect our levels of revenues and profitability of sales, which could have a material adverse effect on our business.

General Economic Conditions May Cause Our Customers to Delay Buying Our Products Resulting in Lower Revenues

The national economy of the United States and the global economy are both subject to economic downturns. An economic downturn in any market in which we sell our products may have a significant impact on the ability of our customers, in both the hospital and pre-hospital markets, to secure adequate funding to buy our products or might cause purchasing decisions to be delayed. Any delay in purchasing our products may result in decreased revenues and also allow our competitors additional time to develop products which may have a competitive edge over our M Series products, making future sales of our products more difficult.

For example, over the last few years in the U.S., many states experienced deficits and shortfalls of revenue to cover expenditures. As a result, states cut their spending and support to local cities and towns, who then in-turn have reduced their spending for capital equipment purchases for their EMS services. We believe that this has had a negative impact on our revenues and may continue to do so.

The War on Terrorism and the Impact of a Bio-Terror Threat May Cause Our Customers to Stop or Delay Buying Our Products, Resulting in Lower Revenues

The current war on terrorism and a threat of a bio-terror attack may have a significant impact on our customers’ ability or willingness to buy our products, as well as our ability to timely deliver the product to the customers. Our customers may have to divert their funding, earmarked for capital equipment purchases to the purchase of other medical equipment and supplies to fight any potential bio-terror attack. The war on terrorism may cause the diversion of any government funding of hospitals and EMS services for capital equipment purchases. This could result in decreased revenues.

We Can be Sued for Producing Defective Products and We May be Required to Pay Significant Amounts to Those Harmed If We are Found Liable, and Our Business Could Suffer from Adverse Publicity

The manufacture and sale of medical products such as ours entail significant risk of product liability claims. Our quality control standards comply with FDA requirements and we believe that the amount of product liability insurance we maintain is adequate based on past product liability claims in our industry. We cannot be assured that the amount of such insurance will be sufficient to satisfy claims made against us in the future or that we will be able to maintain insurance in the future at satisfactory rates or in adequate amounts. Product liability claims could result in significant costs or litigation. A successful claim brought against us in excess of our available insurance coverage or any claim that results in significant adverse publicity against us could have a material adverse effect on our business, financial condition and results of operations.

Recurring Sales of Electrodes to Our Customers May Decline

We typically have recurring sales of electrodes to our customers. Other vendors have developed electrode adaptors which allow generic electrodes to be compatible with our defibrillators. If we are unable to continue to differentiate the superiority of our electrodes over these generic electrodes, our future revenue from the sale of electrodes could be reduced, or our pricing and profitability could decline.

Failure to Produce New Products or Obtain Market Acceptance for Our New Products in a Timely Manner Could Harm Our Business

Because substantially all of our revenue comes from the sale of cardiac resuscitation devices and related products, our financial performance will depend upon market acceptance of, and our ability to deliver and support, new products. We cannot be assured that we will be able to produce viable products in the time frames we currently estimate. Factors which could cause delay in these schedules or even cancellation of our projects to produce and market these new products include: research and development delays, the actions of our competitors producing competing products and the actions of other parties who may provide alternative therapies or solutions which could reduce or eliminate the markets for pending products.

The degree of market acceptance of any of our products will depend on a number of factors, including:

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our ability to develop and introduce new products in a timely manner;

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our ability to successfully implement new product technologies;

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the market’s readiness to accept new products such as our data management products and our PAD product;

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the standardization of an automated platform for data management systems;

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the clinical efficacy of our products and the outcome of clinical trials;

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the ability to obtain timely regulatory approval for new products; and

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the prices of our products compared to the prices of our competitors’ products.

If our new products do not achieve market acceptance, our financial performance could be adversely affected.

Our Dependence on Sole and Single Source Suppliers Exposes Us to Supply Interruptions and Manufacturing Delays Caused by Faulty Components That Could Result in Product Delivery Delays and Substantial Costs to Redesign Our Products

Although we use many standard parts and components for our products, some key components are purchased from sole or single source vendors for which alternative sources at present are not readily available. For example, we currently purchase proprietary components, including capacitors, display screens, gate arrays and integrated circuits, for which there are no direct substitutes. Our inability to obtain sufficient quantities of these components as well as our limited ability to deal with faulty components may result in future delays or reductions in product shipments which could cause a fluctuation in our results of operations.

These or any other components could be replaced with alternatives from other suppliers, which could involve a redesign of our products. Such a redesign could involve considerable time and expense. We could be at risk that the supplier might experience difficulties meeting our needs.

If our manufacturers are unable or unwilling to continue manufacturing our components in required volumes, we will have to transfer manufacturing to acceptable alternative manufacturers whom we have identified, which could result in significant interruptions of supply. The manufacture of these components is complex, and our reliance on the suppliers of these components exposes us to potential production difficulties and quality variations, which could negatively impact the cost and timely delivery of our products. Accordingly, any significant interruption in the supply, or degradation in the quality, of any component would have a material adverse effect on our business, financial condition and results of operations.

We May Not be Able to Obtain Appropriate Regulatory Approvals for Our New Products

The manufacture and sale of our products are subject to regulation by numerous governmental authorities, principally the FDA and corresponding state and foreign agencies. The FDA administers the Federal Food, Drug and Cosmetic Act, as amended, and the rules and regulations promulgated hereunder. Some of our products have been classified by the FDA as Class II devices and others, such as our automated external defibrillators, have been classified as Class III devices. All of these devices must secure a 510(k) pre-market notification clearance before they can be introduced into the U.S. market. The process of obtaining 510(k) clearance typically takes several months and may involve the submission of limited clinical data supporting assertions that the product is substantially equivalent to an already approved device or to a device that was on the market before the Medical Device Amendments of 1976. Delays in obtaining 510(k) clearance could have an adverse effect on the introduction of future products. Moreover, approvals, if granted, may limit the uses for which a product may be marketed, which could reduce or eliminate the commercial benefit of manufacturing any such product.

We are also subject to regulation in each of the foreign countries in which we sell products. Many of the regulations applicable to our products in such countries are similar to those of the FDA. However, the national health or social security organizations of certain countries require our products to be qualified before they can be marketed in those countries. We cannot be assured that such clearances will be obtained.

If We Fail to Comply With Applicable Regulatory Laws and Regulations, The FDA and Other U.S. and Foreign Regulatory Agencies Could Exercise Any of Their Regulatory Powers, which Could Have a Material Adverse Effect on Our Business

Every company that manufactures or assembles medical devices is required to register with the FDA and to adhere to certain quality systems, which regulate the manufacture of medical devices and prescribe record keeping procedures and provide for the routine inspection of facilities for compliance with such regulations. The FDA also has broad regulatory powers in the areas of clinical testing, marketing and advertising of medical devices. To ensure that manufacturers adhere to good manufacturing practices, medical device manufacturers are routinely subject to periodic inspections by the FDA. If the FDA believes that a company may not be operating in compliance with applicable laws and regulations, it could take any of the following actions:

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place the company under observation and re-inspect the facilities;

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issue a warning letter apprising of violating conduct;

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detain or seize products;

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mandate a recall;

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enjoin future violations; and

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assess civil and criminal penalties against the company, its officers or its employees.

We, like most of our U.S. competitors, have received warning letters from the FDA in the past, and may receive warning letters in the future. We have always complied with the warning letters we have received. However, our failure to comply with FDA regulations could result in sanctions being imposed on us, including restrictions on the marketing or recall of our products. These sanctions could have a material adverse effect on our business.

If a foreign regulatory agency believes that we are not operating in compliance with their laws and regulations, they could prevent us from selling our products in their country, which could have a material adverse effect on our business.

We May Incur a Material Penalty As a Result of a Pending Investigation by the Federal Government

We have been informed by the federal government that it is conducting an investigation regarding two sales of defibrillators in fiscal 2000 to a distributor, which were then allegedly trans-shipped to Iran without the required export

licenses. We are cooperating with the Department of Justice in connection with its ongoing investigation, and have provided requested information. The two sales in question represented approximately $150,000 of net income in fiscal 2000. Although it is premature to determine the likely outcome of the investigation, it is possible that the Company may be subject to civil or criminal fines and sanctions as a result of this matter. There can be no assurance that the penalty will not be material.

We are Dependent upon Licensed and Purchased Technology for Upgradeable Features in Our Products, and We May Not Be Able to Renew These Licenses or Purchase Agreements in the Future

We license and purchase technology from third parties for upgradeable features in our products, including 12 lead analysis program, pulse oximetry, EtCO2, and NIBP technologies. We anticipate that we will need to license and purchase additional technology to remain competitive. We may not be able to renew our existing licenses and purchase agreements or to license and purchase other technologies on commercially reasonable terms or at all. If we are unable to renew our existing licenses and purchase agreements or we are unable to license or purchase new technologies, we may not be able to offer competitive products.

Fluctuations in Currency Exchange Rates May Adversely Affect Our International Sales

Our revenue from international operations can be denominated in or significantly influenced by the currency and general economic climate of the country in which we make sales. A decrease in the value of such foreign currencies relative to the U.S. dollar could result in downward price pressure for our products or losses from currency exchange rate fluctuations. As we continue to expand our international operations, downward price pressure and exposure to gains and losses on foreign currency transactions may increase.

We may continue our use of forward contracts and other instruments in the future to reduce our exposure to exchange rate fluctuations from intercompany accounts receivable and budgeted intercompany sales to our subsidiaries denominated in foreign currencies, and we may not be able to do this successfully. Accordingly, we may experience economic loss and a negative impact on our results of operations and equity as a result of foreign currency exchange rate fluctuations.

We Have Licensed Our Biphasic Technology to GE Medical Systems Information Technologies and We May Experience a Competitive Product Utilizing Our own Patented Technology

In 2001, we entered into a five-year license agreement with GE Medical Systems Information Technologies that permits GE to incorporate our patented biphasic waveform technology into their defibrillator and monitoring systems. At this time GE has taken only limited action to incorporate our technology into their products. However, GE has significantly greater resources than we do. If they bring our technology to market, it could impact our ability to market and sell our products, potentially lowering our revenues.

Our Current and Future Investments May Lose Value in the Future

We hold investments in Advanced Circulatory Systems, Inc. (formerly ResQSystems, Inc.) and AED@Home and may in the future invest in the securities of other companies and participate in joint venture agreements. These investments and future investments are subject to the risks that the entities in which we invest will become bankrupt or lose money.

Investing in securities involves risks and no assurance can be made as to the profitability of any investment. Our inability to identify profitable investments could adversely affect our financial condition and results of operations. Unless we hold a majority position in an investment or joint venture, we will not be able to control all of the activities of the companies in which we invest or the joint ventures in which we are participating. Because of this, such entities may take actions against our wishes and not in furtherance of, and even opposed to, our business plans and objectives. These investments are also subject to the risk of impasse if no one party exercises ultimate control over the business decisions.

Our Adoption of FASB Statement 123(R) Will Result in Additional Expense Being Charged to Our Income Statement Which Might Cause Our Stock Price to Fluctuate

We will adopt FASB Statement 123(R) in the first quarter of 2006. While we have disclosed the historical impact under FASB Statement 123, we have not determined the impact adoption of FASB Statement 123(R) will have on our financial statements nor have we determined our method of adoption. Adoption may result in results that are different than what investors anticipate. This may cause volatility in our stock price.

Future Changes in Applicable Laws and Regulations Could Have an Adverse Effect on Our Business

Although we are not aware of any pending changes in applicable laws and regulations governing our industry, we cannot be assured that federal, state or foreign governments will not change existing laws or

regulations or adopt new laws or regulations that regulate our industry. Changes in or adoption of new laws or regulations could result in the following consequences that would have an adverse effect on our business:

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regulatory clearance previously received for our products could be revoked;

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costs of compliance could increase; or

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we may be unable to comply with such laws and regulations so that we would be unable to sell our products.

Compliance With Changing Regulation of Corporate Governance, Public Disclosure and Accounting Matters May Result in Additional Expenses

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new rules subsequently implemented by the SEC and The NASDAQ Stock Market, as well as new accounting pronouncements, are creating uncertainty and additional complexities for companies. To maintain high standards of corporate governance and public disclosure, we continue to invest resources to comply with evolving standards. This investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue generating and cost management activities.

The provisions of Section 404 of the Sarbanes-Oxley Act of 2002 apply to us for the fiscal year 2005. We are in the middle of a project to document, review, test, evaluate and conclude on our systems of internal controls. We expect to complete our testing of our internal control systems by the end of fiscal 2005. There is a potential for identifying a significant deficiency or material weakness in our system of internal controls. Disclosure of a material weakness in our system of internal control may cause our stock price to fluctuate significantly.

Uncertain Customer Decision Processes May Result in Long Sales Cycles Which Could Result in Unpredictable Fluctuations in Revenues and Delay the Replacement of Cardiac Resuscitation Devices

Many of the customers in the pre-hospital market consist of municipal fire and emergency medical systems departments. As a result, there are numerous decision-makers and governmental procedures in the decision-making process. In addition, decisions at hospitals concerning the purchase of new medical devices are sometimes made on a department-by-department basis. Accordingly, we believe the purchasing decisions of many of our customers may be characterized by long decision-making processes, which have resulted in and may continue to result in long sales cycles for our products. For example, the sales cycles for cardiac resuscitation products typically have been between six and nine months, although some sales efforts have taken as long as two years.

Reliance on Domestic and International Distributors to Sell Our Products Exposes Us to Business Risks That Could Result in Significant Fluctuations in Our Results of Operations

Although we perform credit assessments with sales to distributors, payment by the distributor may be affected by the financial stability of the customers to which the distributor sells. Future sales to distributors may also be affected by the distributor’s ability to successfully sell our products to their customers. Either of these scenarios could result in significant fluctuations in our results of operations.

Our International Sales Expose Our Business to a Variety of Risks That Could Result in Significant Fluctuations in Our Results of Operations

Approximately 30% of our sales for the quarter ended April 3, 2005 were made to foreign purchasers and we plan to increase the sale of our products to foreign purchasers in the future. As a result, a significant portion of our sales is and will continue to be subject to the risks of international business, including:

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fluctuations in foreign currencies;

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trade disputes;

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changes in regulatory requirements, tariffs and other barriers;

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the possibility of quotas, duties, taxes or other changes or restrictions upon the importation or exportation of the products being implemented by the United States or these foreign countries;

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timing and availability of import/export licenses;

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political and economic instability;

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higher credit risk and difficulties in accounts receivable collections;

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increased tax exposure if our revenues in foreign countries are subject to taxation by more than one jurisdiction;

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accepting customer purchase orders governed by foreign laws which may differ significantly from U.S. laws and limit our ability to enforce our rights under such agreements and to collect damages, if awarded;

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war on terrorism;

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disruption in the international transportation industry; and

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use of international distributors.

As international sales become a larger portion of our total sales, these risks could create significant fluctuations in our results of operations. These risks could affect our ability to resell trade-in products to domestic distributors, who in turn often resell the trade-in products in international markets. Our inability to sell trade-in products might require us to offer lower trade-in values, which might impact our ability to sell new products to customers desiring to trade in older models and then purchase newer products.

We have recently expanded the size and number of our direct sales forces and our marketing support for these sales forces. We intend to continue to expand these areas, but if our sales forces are not effective, or if there is a sudden decrease in the markets where we have direct operations, we could be adversely affected.

We May Fail to Adequately Protect or Enforce Our Intellectual Property Rights or Secure Rights to Third Party Intellectual Property, and Our Competitors Can Use Some of Our Previously Proprietary Technology

Our success will depend in part on our ability to obtain and maintain patent protection for our products, methods, processes and other technologies, to preserve our trade secrets and to operate without infringing the proprietary rights of third parties. To date, we have been issued 35 U.S. patents for our various inventions and technologies. Additional patent applications have been filed with the U.S. Patent and Trademark Office and are currently pending. The patents that have been granted to us are for a definitive period of time and will expire. We have filed certain corresponding foreign patent applications and intend to file additional foreign and U.S. patent applications as appropriate. We cannot be assured as to:

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the degree and range of protection any patents will afford against competitors with similar products;

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if and when patents will be issued;

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whether or not others will obtain patents claiming aspects similar to those covered by our patent applications;

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whether or not competitors will use information contained in our expired patents;

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whether or not others will design around our patents or obtain access to our know-how; or

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the extent to which we will be successful in avoiding any patents granted to others.

We have, for example, patents and pending patent applications for our proprietary biphasic technology. Our competitors could develop biphasic technology that has comparable or superior clinical efficacy to our biphasic technology and if our patents do not adequately protect our technology, our competitors would be able to obtain patents claiming aspects similar to our biphasic technology or our competitors could design around our patents.

If certain patents issued to others are upheld or if certain patent applications filed by others issue and are upheld, we may be:

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required to obtain licenses or redesign our products or processes to avoid infringement;

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prevented from practicing the subject matter claimed in those patents; or

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required to pay damages.

There has been substantial litigation regarding patent and other intellectual property rights in the medical device industry. Litigation or administrative proceedings, including interference proceedings before the U.S. Patent and Trademark Office, related to intellectual property rights could be brought against us or be initiated by us. Adverse determinations in any

patent litigation could subject us to significant liabilities to third parties, could require us to seek licenses from third parties and could, if licenses are not available, prevent us from manufacturing, selling or using certain of our products, some of which could have a material adverse effect on the Company. In addition, the costs of any such proceedings may be substantial whether or not we are successful.

Our success is also dependent upon the skills, knowledge and experience, none of which is patentable, of our scientific and technical personnel. To help protect our rights, we require all U.S. employees, consultants and advisors to enter into confidentiality agreements, which prohibit the disclosure of confidential information to anyone outside of our Company and require disclosure and assignment to us of their ideas, developments, discoveries and inventions. We cannot be assured that these agreements will provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure of the lawful development by others of such information.

Reliance on Overseas Vendors for Some of the Components for Our Products Exposes Us to International Business Risks, Which Could Have an Adverse Effect on Our Business

Some of the components we use in our products are acquired from foreign manufacturers, particularly countries located in Europe and Asia. As a result, a significant portion of our purchases of components is subject to the risks of international business. The failure to obtain these components as a result of any of these risks can result in significant delivery delays of our products, which could have an adverse effect on our business.

We May Acquire Other Businesses, and We May Have Difficulty Integrating These Businesses or Generating an Acceptable Return from Acquisitions

We recently acquired Revivant Corporation, and we may acquire other companies or make strategic purchases of interests in other companies related to our business in order to grow, add product lines, acquire customers or otherwise attempt to gain a competitive advantage in new or existing markets. Such acquisitions and investments may involve the following risks:

•

our management may be distracted by these acquisitions and may be forced to divert a significant amount of time and energy into integrating and running the acquired businesses,

•

we may face difficulties associated with financing the acquisitions,

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we may face the inability to achieve the desired outcomes justifying the acquisition, and

•

we may face difficulties integrating the acquired business’ operations and personnel.

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we may face difficulties incorporating the acquired technology into our existing product lines.

Intangibles and Goodwill We Currently Carry on Our Balance Sheet May Become Impaired.

At April 3, 2005, we had approximately $47 million of goodwill and intangible assets on our balance sheet. These assets are subject to impairment if the cash flow that we generate from these assets specifically, or our business more broadly, are insufficient to justify the carrying value of the assets. Factors affecting our ability to generate cash flow from these assets include, but are not limited to, general market conditions, product acceptance, pricing and competition, distribution, costs of production and operations.

Provisions in Our Charter Documents, Our Shareholder Rights Agreement and State Law May Make It Harder for Others To Obtain Control of ZOLL Even Though Some Stockholders Might Consider Such a Development to be Favorable

Our board of directors has the authority to issue up to 1,000,000 shares of undesignated preferred stock and to determine the rights, preferences, privileges and restrictions of such shares without further vote or action by our stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock could have the effect of making it more difficult for third parties to acquire a majority of our outstanding voting stock. In addition, our restated articles of organization provide for staggered terms for the members of the board of directors which could delay or impede the removal of incumbent directors and could make a merger, tender offer or proxy contest involving the Company more difficult. Our restated articles of organization, restated by-laws and applicable Massachusetts law also impose various procedural and other requirements that could delay or make a merger, tender offer or proxy contest involving us more difficult.

We have also implemented a so-called poison pill by adopting our shareholders rights agreement. This poison pill significantly increases the costs that would be incurred by an unwanted third party acquirer if such party owns or announces

its intent to commence a tender offer for more than 15% of our outstanding common stock. The existence of this poison pill could delay, deter or prevent a takeover of the Company.

All of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock which could preclude our shareholders from recognizing a premium over the prevailing market price of our stock.

We Have Only One Manufacturing Facility for Each of Our Major Products and Any Damage or Incapacitation of Any of the Facilities Could Impede Our Ability to Produce These Products

We have only one manufacturing facility for each of our major products. Damage to any such facility could render us unable to manufacture the relevant product or require us to reduce the output of products at the damaged facility. In addition, a severe weather event or other natural disaster affecting a facility occurring late in a quarter could make it difficult to meet product shipping targets. Any of these events could materially and adversely impact our business, financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have cash equivalents and marketable securities that primarily consist of money market accounts and fixed rate asset-backed corporate securities. The majority of these investments have maturities within one to five years. We believe that our exposure to interest rate risk is minimal due to the term and type of our investments and that the fluctuations in interest rates would not have a material adverse effect on our results of operations.

We have international offices in Canada, United Kingdom, Netherlands, France, Germany, Austria, and Australia. These subsidiaries transact business in their functional or local currency. Therefore, we are exposed to foreign currency exchange risks and fluctuations in foreign currencies, along with economic and political instability in the foreign countries in which we operate, all of which could adversely impact our results of operations and financial condition.

We use forward contracts to reduce our exposure to foreign currency risk due to fluctuations in exchange rates underlying the value of intercompany accounts receivable denominated in foreign currencies as well as forecasted sales to subsidiaries denominated in foreign currencies. A forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates. These forward contracts are denominated in the same currency in which the underlying foreign currency receivables and forecasted sales are denominated and bear a contract value and maturity date that approximate the value and expected settlement date, respectively, of the underlying transactions. Unrealized gains and losses on open contracts at the end of each accounting period, resulting from changes in the fair value of these contracts, are recognized in earnings generally in the same period as exchange gains and losses on the underlying foreign denominated receivables and forecasted sales are recognized.

We had one forward exchange contract outstanding serving as a hedge of our Euro intercompany receivables in the notional amount of approximately 4.5 million Euros at April 3, 2005. The contract serves as a hedge of a substantial portion of our Euro-denominated intercompany balances. The fair value of the foreign currency derivative contract outstanding at April 3, 2005 was approximately $5.8 million resulting in an unrealized gain of $35,000. A sensitivity analysis of a change in the fair value of the Euro derivative foreign exchange contract outstanding at April 3, 2005 indicates that, if the U.S. dollar weakened by 10% against the Euro, the fair value of this contract would decrease by $581,000 resulting in a total loss on the contract of $546,000. Conversely, if the U.S. dollar strengthened by 10% against the Euro, the fair value of this contract would increase by $528,000 resulting in a total gain on the contract of $563,000. Any gains and losses on the fair value of the derivative contract would be largely offset by losses and gains on the underlying transaction. These offsetting gains and losses are not reflected in the analysis above.

Intercompany Receivable Hedge

Exchange Rate Sensitivity: April 3, 2005

(Amounts in $)


	Expected Maturity Dates							Total		Unrealized Gain
	2005		2006	2007	2008	2009	Thereafter
Forward Exchange Agreements (Receive $/Pay Euro) Contract Amount	$	5,843,000						$	5,843,000	$	35,000
Average Contract Exchange Rate		1.2985	—	—	—	—	—		1.2985

We had no forward exchange contracts outstanding serving as a hedge of a portion our forecasted sales to our subsidiaries at April 3, 2005.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation had been performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of April 3, 2005, the Company’s disclosure controls and procedures were effective in ensuring that material information relating to the Company required to be included in the Company’s periodic SEC filings was made known to them on a timely basis.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the quarter ended April 3, 2005, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales o f Equity Securities and Use of Proceeds

Pursuant to the acquisition of Revivant Corporation (“Revivant”), the Company issued 15,188 shares of common stock, par value $0.02 per share to the shareholders of Revivant in reliance upon the exemption from registration provided by Rule 506 of Regulation D promulgated under the Securities Act of 1933.

Item 3. D efaults Upon Senior Securities

Not Applicable.

Item 4. Submissi on of Matters to a Vote of Security Holders

The following matters were voted upon and approved at the Company’s Annual Meeting of Stockholders held on February 8, 2005. On the record date of December 31, 2004 there were 9,563,492 shares issued, outstanding and eligible to vote, of which 8,673,121 shares or 91% were represented at the meeting either in person or by proxy.

The proposal to elect the following Class I Directors to serve for a three year term:


	Votes For	Votes Withheld
Daniel M. Mulvena	8,401,909	271,212
Benson F. Smith	7,968,866	704,255

Item 5. Other Inf ormation

(a) Not Applicable.

(b) During the period covered by this report there were no material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Item 6. Exhibits

Exhibits


Exhibit No.	Exhibit Index Title	Method of Filing
3.1	Restated Articles of Organization	Incorporated by reference from the Company’s Registration Statement on Form S-1, as amended, under the Securities Act of 1933 (Registration Statement No. 33-47937 filed with the SEC on May 15, 1992)

3.2	Amended and Restated By-laws	Incorporated by reference from the Company’s Registration Statement on Form S-1, as amended, under the Securities Act of 1933 (Registration Statement No. 33-47937 filed with the SEC on May 15, 1992)

4.1	Shareholders Rights Plan	Incorporated by reference from the Company’s 8-K filed with the Securities and Exchange Commission on June 11, 1998

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1 *	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.2 *	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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 on May 13, 2005.


	ZOLL MEDICAL CORPORATION

Date: May 13, 2005	By:	/s/ Richard A. Packer
		Richard A. Packer, Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 13, 2005	By:	/s/ A. Ernest Whiton
		A. Ernest Whiton, Vice President of Administration and Chief Financial Officer (Principal Financial and Accounting Officer)

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