DATASCOPE CORP
10-Q, 1999-11-12
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 1999
                                       OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ____________________

                          Commission File Number 0-6516

                                 DATASCOPE CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                              13-2529596
- -------------------------------                   -------------------
(State of other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

             14 Philips Parkway, Montvale, New Jersey   07645-9998
             ----------------------------------------   ----------
             (Address of principal executive offices)   (Zip Code)

       Registrant's telephone number, including area code (201) 391-8100

- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report:

         Indicate by check mark whether the registrant
         (1)   has filed all reports required to be filed by Section 13 or 15(d)
               of the Securities Exchange Act of 1934 during the preceding 12
               months (or for such shorter period that the registrant was
               required to file such reports), and

         (2)   has been subject to such filing requirements for the past 90
               days.
                                    YES   X        NO
                                        -----         -----

Number of Shares of Company's Common Stock outstanding as of October 29, 1999:
14,988,681.
<PAGE>

                        Datascope Corp. and Subsidiaries
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

Results of Operations

     First quarter of fiscal 2000 compared to the corresponding period last
     year.

     Net Sales

         Net sales of $63.5 million in the first quarter of fiscal 2000
         increased $7.8 million or 14% from $55.7 million last year.

         Sales of the Cardiac Assist / Monitoring Products segment increased
         $3.3 million or 7% to $46.8 million from $43.5 million.

              Sales of Cardiac Assist products increased 7% to $25.2 million due
              to excellent worldwide market acceptance of the Company's two
              major products introduced in the last 18 months; the
              premium-priced Profile 8 Fr. balloon catheter and the System 98
              balloon pump. The Company believes it increased its leading market
              share as a result of sales gains made in the first quarter.

              Patient Monitoring product sales were $21.6 million in the first
              quarter, an increase of 8% over last year's sales of $20.0
              million. The increase was attributable to increased sales of newer
              monitors including the Expert(TM), Accutorr(R) Plus, MR Monitor
              and Visa II central stations. An expanded worldwide selling
              organization also contributed to the sales increase.

         Sales of the Collagen Products / Vascular Grafts segment increased $4.5
         million or 37% to $16.7 million from $12.2 million.

              Sales of VasoSeal(R) VHD arterial puncture sealing devices were
              $12 million in the first quarter, or 46% above last year.
              VasoSeal's sales growth reflects continued strong market growth,
              excellent clinical performance and the expansion of its direct
              sales and clinical support organization in the United States.
              During the first quarter, VasoSeal(R) ES, the second generation
              product, was introduced in the U.S. and international markets.
              VasoSeal ES is expected to complement the VasoSeal VHD product and
              strengthen VasoSeal's competitive position. VasoSeal ES is based
              on the proprietary extravascular technology of VasoSeal VHD and
              features a one-size-fits-all design that eliminates multiple sizes
              and the measurement of skin-to-artery distance.

              Sales of Vascular grafts rose 18% to $4.6 million, attributable to
              sales of new products. In particular, sales of InterGard(R)
              Silver, the world's first anti-microbial vascular graft increased
              substantially after its successful launch in Europe last
<PAGE>

              year. The InterGard Silver graft is expected to continue to
              contribute to higher sales and market share.

         The stronger U.S. dollar compared to major European currencies
         decreased total sales by approximately $300 thousand in the first
         quarter of fiscal 2000.

     Gross Profit (Net Sales Less Cost of Sales)

         The gross profit percentage was 62.0% for the first quarter of fiscal
         2000 compared to 61.2% last year, with the increase primarily
         attributable to increased sales of higher margin products.

     Research and Development (R&D)

         R&D expenses, as a percentage of sales, were 10.4% in the first quarter
         of fiscal 2000 compared to 14.1% last year.

         R&D expenses of $6.6 million in the first quarter of fiscal 2000,
         declined $1.2 million or 16%, primarily due to cost savings from the
         restructuring program implemented in the second half of last year and
         reduced development expenses in Patient Monitoring.

     Selling, General & Administrative Expenses (SG&A)

         SG&A expenses, as a percentage of sales, were 41.9% in the first
         quarter of fiscal 2000 compared to 42.2% in the corresponding period
         last year.

         SG&A expenses increased $3.1 million or 13% in the first quarter as a
         result of higher selling expenses in the VasoSeal, Patient Monitoring
         and Cardiac Assist product lines and increased corporate expenses.

         The stronger U.S. dollar compared to major European currencies
         decreased SG&A expenses by approximately $43 thousand in the first
         quarter of fiscal 2000.

     Interest Income and Expense

         Interest income was $0.9 million in the first quarter of fiscal 2000
         compared to $1.1 million last year. The 19% lower interest income was
         attributable to a $7.1 million or 9% decrease in the average investment
         portfolio, from $74.9 to $67.8, and a decline in the average yield to
         5.1% from 5.4%. The decline in the average investment portfolio was
         driven by cash used for the stock repurchase program, increased
         inventory to support new product introductions and increased capital
         expenditures related to the new Patient Monitoring facility in Mahwah,
         New Jersey.

     Net Earnings

         Net earnings in the first quarter of fiscal 2000 were $4.83 million or
         $0.30 per diluted share compared to $2.7 million, or $0.17 per diluted
         share. The increase in earnings reflects (a) sales growth in all
         product lines (b) a more profitable product mix (c) the
<PAGE>

         cost savings from the restructuring program in the second half last
         year and (d) a comparison to a relatively weak first quarter last year.

     Liquidity and Capital Resources

         Working capital was $124.9 million at September 30, 1999 compared to
         $125.4 million at June 30, 1999 and the current ratio was 3.8:1
         compared to 4.0:1.

         In the first quarter of fiscal 2000 cash provided by operations was
         $8.1 million, primarily attributable to net earnings, increased
         accounts payable and depreciation and amortization, and lower accounts
         receivable. Net cash used in investing activities was $0.8 million,
         primarily attributable to the purchase of $3.3 million of property,
         plant and equipment and purchases of marketable securities, partially
         offset by maturities of marketable securities. Net cash used in
         financing activities was $9.3 million, attributable to the stock
         repurchase program ($10.3 million), partially offset by cash received
         from exercise of stock options.

         On September 14, 1999 we announced a program to buy $30 million of our
         common stock. In September, we completed our second stock repurchase
         program to buy $20 million of our common stock which was announced in
         August 1998.

         Management believes that the Company's financial resources are
         sufficient to meet its projected cash requirements.

         The moderate rate of current U.S. inflation has not significantly
         affected the Company.

     Year 2000

         The Year 2000 issue is a term used to describe problems that may occur
         when computer systems are unable to accurately interpret dates after
         December 31, 1999. These problems result from the fact that many
         software programs use the two digits "00" to represent the Year 2000.

         Starting in fiscal 1998 we commenced a program to identify, remediate,
         test and develop contingency plans for the Year 2000 issue in our
         computer information systems (CIS), products, vendors, suppliers and
         customers.

         As of November 12th, 1999, the results of our Year 2000 Program were
         as follows:

         Computer Information Systems  All internal computer systems are Year
         2000 compliant.

         Products  We determined that all currently marketed patient monitor and
         intra-aortic balloon pump products are Year 2000 compliant or are not
         affected because the product does not contain a date field in the
         software. A small number of patient monitor products that are no longer
         manufactured are not Year 2000 compliant. In these cases, we offer an
         upgrade to any customer requiring Year 2000 compliance for their
         monitor, to be paid for by the customer.

<PAGE>

         Third Party Vendors and Suppliers  We solicited statements of
         compliance from our key outside vendors and suppliers with respect to
         their CIS and products. All parties responded and informed us that they
         are currently compliant or plan to be compliant by December 31, 1999.

         Customers  We solicited statements of compliance from our key customers
         with respect to their CIS. Approximately 71% have responded and
         informed us that they are currently compliant or have plans to be
         compliant by December 31, 1999. In the event that our key customers are
         unable to certify that they will be Year 2000 compliant, we will be
         assessing the accounts receivable collection risk of such key
         customers. Follow up requests continue to be sent to those customers
         that have not responded.

         During the remainder of 1999 we will continue our efforts to monitor
         the progress and obtain and evaluate responses of our key vendors,
         suppliers and customers.

         Costs  The cost to modify the computer software programs used in our
         CIS is covered by existing service agreements with the software
         vendors. The assessments, testing and verification of our CIS products
         was performed by existing staff and no significant outside resources
         were required. Despite the use of internal resources for the Year 2000
         Program, there was no significant deferral of other CIS projects. We do
         not currently anticipate that any remaining cost for the Year 2000
         Program will be material to our financial condition or results of
         operations.

         The Year 2000 issue presents far-reaching implications, some of which
         cannot be anticipated with any degree of certainty. Satisfactorily
         addressing the Year 2000 issue is dependent on many factors, some of
         which are not completely within our control, such as third-party
         remediation plans and other factors. There can be no assurance that the
         Year 2000 issue will not have a negative impact on our business
         operations or financial statements because we rely on Year 2000
         compliance from third parties, including our suppliers, vendors and
         customers.

     Euro Conversion

         As part of the European Economic and Monetary Union (EMU), a single
         currency (Euro) will replace the national currencies of most of the
         European countries in which we conduct our business. The conversion
         rates between the Euro and the participating nations' currencies have
         been fixed irrevocably as of January 1, 1999. During a transition
         period from January 1, 1999 to December 31, 2001 parties may settle
         transactions using either Euro or the participating country's national
         currency. The participating national currencies will be removed from
         circulation between January 1, 2002 and June 30, 2002 and replaced by
         Euro notes and coinage. Full conversion of all affected country
         operations to the Euro currency is expected to be completed by the time
         national currencies are removed from circulation.

         We are currently involved in the phased conversion to the Euro and the
         effects on revenues, costs and various business strategies are being
         assessed. We are able to conduct business in both the Euro and national
         currencies on an as needed basis, as required by the European Union.
<PAGE>

         The cost of software and business process conversion is not
         expected to be material to our financial condition or results of
         operations.

     Information Concerning Forward Looking Statements

         This Management's Discussion and Analysis of Results of Operations and
         Financial Condition includes forward-looking statements that involve
         risks and uncertainties because of the possibility that market
         conditions may change, particularly as the result of competitive
         activity in the cardiac assist, vascular sealing device and other
         markets served by us, and because of our dependence on our suppliers
         for certain patient monitoring and collagen products. Additional risks
         are our ability to successfully introduce and gain market acceptance
         for new products, continued demand for our products generally, the
         rapid and significant changes that characterize the medical device and
         life science research industries and the ability to continue to respond
         to such technological changes, information provided to us by third
         parties concerning their Year 2000 readiness, and because the timing of
         regulatory approvals is uncertain, as well as other risks detailed from
         time to time in documents filed by Datascope with the Securities and
         Exchange Commission.

     Quantitative and Qualitative Disclosures About Market Risk

         Due to the global nature of our operations, we are subject to the
         exposures that arise from foreign exchange rate fluctuations. Our
         objective in managing our exposure to foreign currency fluctuations is
         to minimize net earnings volatility associated with foreign exchange
         rate changes. We enter into foreign currency forward exchange contracts
         to hedge foreign currency transactions which are primarily related to
         certain receivables denominated in foreign currencies. Our hedging
         activities do not subject us to exchange rate risk because gains and
         losses on these contracts offset losses and gains on the assets,
         liabilities and transactions being hedged. A portion of the net foreign
         transaction gain or loss is reported in our statement of consolidated
         earnings in cost of sales and the balance in other income and expense.
         We do not use derivative financial instruments for trading purposes.

         As of September 30, 1999, we had $5.2 million of foreign exchange
         forward contracts outstanding, all of which were in European
         currencies. The foreign exchange forward contracts generally have
         maturities that do not exceed 12 months and require us to exchange
         foreign currencies for U.S. dollars at maturity, at rates agreed to
         when the contract is signed.

<PAGE>

                        Datascope Corp. and Subsidiaries
                           Consolidated Balance Sheets
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                Sept 30,                 June 30,
                                                                  1999                     1999
                                                               -----------              -----------
Assets                                                         (unaudited)                  (a)
<S>                                                             <C>                      <C>
Current Assets:
  Cash and cash equivalents                                     $   2,482                $   4,572
  Short-term investments                                           50,145                   45,539
  Accounts receivable less allowance for
    doubtful accounts of $1,265 and $1,192                         56,630                   64,289
  Inventories                                                      50,470                   42,747
  Prepaid expenses and other current assets                         9,722                    9,439
                                                                ---------                ---------
      Total Current Assets                                        169,449                  166,586

Property, Plant and Equipment, net of accumulated
    depreciation of $55,389 and $53,353                            66,265                   63,321
Non-Current Marketable Securities                                  13,385                   20,496
Other Assets                                                       20,084                   19,091
                                                                ---------                ---------
                                                                $ 269,183                $ 269,494
                                                                =========                =========

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                              $  14,163                $  10,565
  Accrued expenses                                                 13,438                   10,721
  Accrued compensation                                              9,609                   13,804
  Deferred revenue                                                  4,219                    4,380
  Taxes on income                                                   3,106                    1,695
                                                                ---------                ---------
      Total Current Liabilities                                    44,535                   41,165

Other Liabilities                                                  13,991                   13,874
Stockholders' Equity
  Preferred stock, par value $1.00 per share:
    Authorized 5 million shares; Issued, none                          --                       --
  Common stock, par value $.01 per share:
    Authorized, 45 million shares; Issued and
    outstanding, 16,718 and 16,663 shares                             167                      167
  Additional paid-in capital                                       53,598                   52,570
  Treasury stock at cost, 1,756 and 1,416 shares                  (41,427)                 (31,079)
  Retained earnings                                               203,751                  198,921
  Accumulated other comprehensive income                           (5,432)                  (6,124)
                                                                ---------                ---------
                                                                  210,657                  214,455
                                                                ---------                ---------
                                                                $ 269,183                $ 269,494
                                                                =========                =========
</TABLE>

                  (a) Derived from audited financial statements
                 See notes to consolidated financial statements

<PAGE>

                        Datascope Corp. and Subsidiaries
                       Statements of Consolidated Earnings
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                        September 30,
                                              --------------------------------
                                                1999                    1998
                                              --------                --------
<S>                                           <C>                     <C>
Net Sales                                     $ 63,500                $ 55,700
                                              --------                --------

Costs and Expenses:
  Cost of sales                                 24,124                  21,594
  Research and development
    expenses                                     6,587                   7,834
  Selling, general and
    administrative expenses                     26,606                  23,509
                                              --------                --------
                                                57,317                  52,937
                                              --------                --------

Operating Earnings                               6,183                   2,763

Other (Income) Expense:
  Interest income                                 (867)                 (1,072)
  Interest expense                                   2                       6
  Other, net                                        48                     (56)
                                              --------                --------
                                                  (817)                 (1,122)
                                              --------                --------

Earnings Before Taxes on Income                  7,000                   3,885

Taxes on Income                                  2,170                   1,204
                                              --------                --------

Net Earnings                                  $  4,830                $  2,681
                                              ========                ========


Earnings Per Share, Basic                     $   0.32                $   0.17
                                              ========                ========
Weighted average common
   shares outstanding, Basic                    15,206                  15,417
                                              ========                ========

Earnings Per Share, Diluted                   $   0.30                $   0.17
                                              ========                ========
Weighted average common
   shares outstanding, Diluted                  16,093                  15,860
                                              ========                ========
</TABLE>

                 See notes to consolidated financial statements

<PAGE>


                        Datascope Corp. and Subsidiaries
                      Statements of Consolidated Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                     September 30,
                                                                                ---------------------------
                                                                                  1999               1998
                                                                                --------           --------
<S>                                                                            <C>                 <C>
Operating Activities:
   Net cash provided by (used in) operating activities                         $  8,103            $ (1,101)
                                                                               --------            --------

Investing Activities:
   Capital expenditures                                                          (3,282)             (2,490)
   Purchases of marketable securities                                           (14,499)             (5,374)
   Maturities of marketable securities                                           17,003              20,530
                                                                               --------            --------
   Net cash (used in) provided by investing activities                             (778)             12,666
                                                                               --------            --------

Financing Activities:
   Treasury shares acquired under repurchase programs                           (10,348)            (11,694)
   Exercise of stock options and other                                            1,028                 119
                                                                               --------            --------
   Net cash used in financing activities                                         (9,320)            (11,575)
                                                                               --------            --------

   Effect of exchange rates on cash                                                 (95)                 54
                                                                               --------            --------

(Decrease) increase in cash and cash equivalents                                 (2,090)                 44
Cash and cash equivalents, beginning of period                                    4,572               3,364
                                                                               --------            --------

Cash and cash equivalents, end of period                                       $  2,482            $  3,408
                                                                               ========            ========

Supplemental Cash Flow Information
   Cash Paid (refunded) during the period for:
   Income taxes                                                                $    726            $ (1,018)
                                                                               --------            --------

Non-cash transactions:
   Net transfers of inventory to fixed assets
   for use as demonstration equipment                                          $  2,171            $  2,706
                                                                               --------            --------

</TABLE>


                 See notes to consolidated financial statements

<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

1.  Basis of Presentation

The consolidated financial statements include the accounts of Datascope Corp.
and its subsidiaries (the "Company" - which may be referred to as "our", "us" or
"we").

The consolidated balance sheet as of September 30, 1999 and the statements of
consolidated earnings and cash flows for the three month periods ended September
30, 1999 and 1998 have been prepared by the Company, without audit. In our
opinion, all adjustments (which include only normal recurring adjustments) have
been made that are necessary to present fairly the financial position, results
of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We suggest that you read these condensed
consolidated financial statements in conjunction with the financial statements
and notes included in our Annual Report on Form 10-K for the fiscal year ended
June 30, 1999. The results of operations for the period ended September 30, 1999
are not necessarily indicative of a full year's operations.

We have reclassified certain prior year information to conform with the current
year presentation.

2.  Inventories

Inventories are stated at the lower of cost or market, with cost determined on a
first-in, first-out basis.

                                 --------             --------
                                 Sept 30,             June 30,
                                   1999                 1999
                                 -------              -------
         Materials               $18,727              $15,788
         Work in Process           7,664                6,229
         Finished Goods           24,079               20,730
                                 -------              -------
                                 $50,470              $42,747
                                 =======              =======

3.  Stockholders' Equity

Changes in the components of stockholders' equity for the three months ended
September 30, 1999 were as follows:

         Net income                                                $4,830
         Foreign currency translation adjustments                     692
         Common stock and additional paid-in
           capital effects of stock option activity                 1,028
         Purchases under stock repurchase plans                   (10,348)
                                                                  -------
         Total decrease in stockholders' equity                   ($3,798)
                                                                  =======


<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

4.  Earnings Per Share

In accordance with Financial Accounting Standard No. 128, "Earnings Per Share",
we disclose both Basic and Diluted Earnings Per Share. The reconciliation of
Basic Earnings Per Share to Diluted Earnings Per Share is as follows:
<TABLE>
<CAPTION>
- ---------------------------         ----------------------------------------      ----------------------------------------
For Three Months Ended                         September 30, 1999                            September 30, 1998
- ---------------------------         ----------------------------------------      ----------------------------------------
                                       Net                         Per Share        Net                          Per Share
Basic EPS                           Earnings         Shares          Amount       Earnings         Shares          Amount
- ---------                           --------         ------        ---------      --------         ------        ---------
<S>                                  <C>             <C>             <C>           <C>             <C>             <C>
Earnings available to
   common shareholders               $4,830          15,206          $ 0.32        $2,681          15,417          $ 0.17

Diluted EPS
Options issued to employees              --             887           (0.02)           --             443              --
                                     ------          ------          ------        ------          ------          ------

Earnings available to
   common shareholders
   plus assumed conversions          $4,830          16,093          $ 0.30        $2,681          15,860          $ 0.17
                                     ======          ======          ======        ======          ======          ======
</TABLE>

5.  Comprehensive Income

We adopted Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS No. 130) in our fiscal year 1999. This statement
requires that we disclose comprehensive income and its components, including net
income, minimum pension liability adjustments, unrealized gains and losses on
available-for-sale securities and foreign currency translation adjustments. Our
comprehensive income for the three months ended September 30, 1999 and 1998 is
shown below. SFAS No. 130 has had no effect on our reported results of
operations or financial position.

                                                        --------        ------
                                                         1999            1998
                                                        --------        ------
                   Net earnings                         $4,830          $2,681
                   Foreign currency translation            692           1,377
                                                        --------        ------
                   Total comprehensive income           $5,522          $4,058
                                                        ========        ======


<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

6.  Segment Information

Our business is the development, manufacture and sale of medical devices. We
have two reportable segments, Cardiac Assist / Monitoring Products and Collagen
Products / Vascular Grafts.

The Cardiac Assist / Monitoring Products segment includes intra-aortic balloon
pumps and catheters that are used in the treatment of vascular disease and
electronic physiological monitors that provide for patient safety and management
of patient care.

The Collagen Products / Vascular Grafts segment includes extravascular
hemostasis devices which are used to seal arterial puncture wounds to stop
bleeding after cardiovascular catheterization procedures and a proprietry line
of knitted and woven polyester vascular grafts and patches for reconstructive
vascular and cardiovascular surgery.

We have aggregated our product lines into two segments based on similar
manufacturing processes, distribution channels, regulatory environments and
customers. Management evaluates the revenue and profitability performance of
each of our product lines to make operating and strategic decisions. We have no
intersegment revenue. Net sales and operating margin are shown below.

<TABLE>
<CAPTION>

                                                            Cardiac         Collagen
                                                           Assist /        Products /       Corporate
                                                          Monitoring        Vascular           and
                                                           Products          Grafts           Other        Consolidated
- ----------------------------------------------------    ----------------  ---------------- --------------  ------------
Three months ended September 30,1999
- ----------------------------------------------------
<S>                                                        <C>              <C>             <C>              <C>
Net sales to external customers                            $46,818          $16,682               --         $63,500
                                                        -------------------------------------------------------------
Operating margin                                            $3,151           $3,491            ($459)         $6,183
                                                        -------------------------------------------------------------

- ---------------------------------------------------
Three months ended September 30,1998
- ---------------------------------------------------
Net sales to external customers                            $43,558          $12,142               --         $55,700
                                                        -------------------------------------------------------------
Operating margin                                            $3,102             $284            ($623)         $2,763
                                                        -------------------------------------------------------------

Reconciliation to consolidated
earnings before income taxes :                                1999            1998
- -------------------------------                               ----            ----
Consolidated operating margin                               $6,183          $2,763
Interest income, net                                           865           1,066
Other (expense) income                                         (48)             56
                                                            ------         -------
Consolidated earnings before taxes                          $7,000          $3,885
                                                            ======          =======

</TABLE>


<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

7.  Restructuring Program

In the second half of fiscal 1999, we recorded pre-tax restructuring charges
totaling $3.43 million, or $0.14 per share, related to the following cost
reduction programs; (a) lease termination costs and asset writedowns related to
the closing of InterVascular's Clearwater, Florida leased manufacturing
facility, (b) employee severance expenses related to workforce reductions and
closing of the Clearwater facility and (c) writedown of certain Genisphere fixed
assets based on our revised market entry strategy for the 3DNA technology.

A summary of the restructuring charges and remaining liability at September 30,
1999 is shown below.

<TABLE>
<CAPTION>

                                                Clearwater
                                                 Florida                        Genisphere
                                                  Plant          Employee          Asset
                                                 Closure         Severance       Writedown        Total
                                                 -------       ------------      -----------      -----
<S>                                                <C>            <C>               <C>          <C>
Fiscal 1999 restructuring charges                  $880           $1,674            $875         $3,429
Utilized through September 30, 1999                 535              971             875          2,381
                                                   ----           ------            ----         ------
Remaining liability at September 30, 1999          $345             $703              --         $1,048
                                                   ====           ======            ====         ======
</TABLE>


<PAGE>

Part II:

Item 6.  Exhibits and Reports on Form 8-K

         a.   Exhibits

              none

         b.   Reports on Form 8-K. No reports on Form 8-K have been filed during
              the quarter for which this report is filed.
<PAGE>

                                                                       Form 10-Q


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                             DATASCOPE CORP.
                                             Registrant


                                             By: \s\ Lawrence Saper
                                                 -------------------------------
                                                 Chairman of the Board and
                                                 Chief Executive Officer


                                             By: \s\ Leonard S. Goodman
                                                 -------------------------------
                                                 Vice President, Treasurer  and
                                                 Chief Financial Officer

Dated:  November 12, 1999


<TABLE> <S> <C>


<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                               2,482
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                                    0
                                              0
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