##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from     to
 Commission File Number 000-06516
 DATASCOPE CORP.
 
  Delaware
    
    13-2529596(State of other jurisdiction of incorporation or
    
    (I.R.S. Employer Identificationorganization)
    
    No.)14 Philips Parkway, Montvale, New Jersey
    
    07645-9998(Address of principal executive offices)
    
    (Zip Code)
  
  
  þ o
  o þ o
 o þ




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##### 



PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets (Unaudited) at September 30, 2007 and June 30, 2007
    
    
    1Condensed Consolidated Statements of Earnings (Unaudited) Three Months Ended September 30, 2007 and 2006
    
    
    2Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended September 30, 2007 and 2006
    
    
    3Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    4-16Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17-24Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 6.
    
    Exhibits
    
    
    27SignaturesExhibit 31.1. Certification of Principal Executive OfficerExhibit 31.2. Certification of Principal Financial OfficerExhibit 32.1. Certification Pursuant to 18 U.S.C. Section 1350




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Datascope Corp. and Subsidiaries
 
 Condensed Consolidated Balance Sheets
  September 30,
    
    
    June 30,2007
    
    
    2007(Unaudited)
    
    
    (a)AssetsCurrent assets:Cash and cash equivalents
    
    $
    16,060
    
    
    $
    15,780Short-term investments
    
    
    38,992
    
    
    
    23,681Accounts receivable less allowance for
doubtful accounts of $2,570 and $2,603
    
    
    79,133
    
    
    
    85,553Inventories
    
    
    63,836
    
    
    
    59,455Prepaid income taxes
    
    
    
    
    
    
    2,293Prepaid expenses and other current assets
    
    
    12,287
    
    
    
    11,167Current deferred taxes
    
    
    7,302
    
    
    
    7,238Total current assets
    
    
    217,610
    
    
    
    205,167Property, plant and equipment, net of accumulated
depreciation of $103,457 and $100,760
    
    
    83,846
    
    
    
    82,812Long-term investments
    
    
    15,273
    
    
    
    14,346Intangible assets, net
    
    
    26,094
    
    
    
    26,074Goodwill
    
    
    13,633
    
    
    
    12,860Other assets
    
    
    35,708
    
    
    
    34,897$
    392,164
    
    
    $
    376,156Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    20,700
    
    
    $
    18,386Dividends payable
    
    
    16,959
    
    
    
    1,563Accrued expenses
    
    
    13,869
    
    
    
    16,098Accrued compensation
    
    
    12,270
    
    
    
    17,422Deferred revenue
    
    
    4,162
    
    
    
    4,380Income taxes payable
    
    
    7,838
    
    
    
    Total current liabilities
    
    
    75,798
    
    
    
    57,849Other liabilities
    
    
    27,763
    
    
    
    25,220Commitments and contingencies (Note 11)Stockholders equity:Preferred stock, par value $1.00 per share:Authorized 5,000 shares; Issued, none
    
    
    
    
    
    
    Common stock, par value $0.01 per share:Authorized, 45,000 shares;Issued, 18,873 and 18,867 shares
    
    
    189
    
    
    
    189Additional paid-in capital
    
    
    109,728
    
    
    
    109,384Treasury stock at cost, 3,521 shares
    
    
    (107,037
    )
    
    
    (107,037
    )Retained earnings
    
    
    286,754
    
    
    
    294,765Accumulated other comprehensive loss:Cumulative translation adjustments
    
    
    4,813
    
    
    
    1,899Benefit plan adjustments
    
    
    (5,726
    )
    
    
    (5,827
    )Unrealized loss on available-for-sale securities
    
    
    (118
    )
    
    
    (286
    )Total stockholders equity
    
    
    288,603
    
    
    
    293,087$
    392,164
    
    
    $
    376,156
 
 1




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Datascope Corp. and Subsidiaries
 
 Condensed Consolidated Statements of Earnings
   Three Months EndedSeptember 30,2007
    
    
    2006Net sales
    
    $
    87,300
    
    
    $
    87,200Cost of sales
    
    
    39,097
    
    
    
    37,233Gross profit
    
    
    48,203
    
    
    
    49,967Operating expenses:Research and development
expenses
    
    
    9,040
    
    
    
    8,654Selling, general and
administrative expenses
    
    
    33,480
    
    
    
    35,17342,520
    
    
    
    43,827Operating earnings
    
    
    5,683
    
    
    
    6,140Other (income) expense:Interest income
    
    
    (609
    )
    
    
    (728
    )Interest expense
    
    
    68
    
    
    
    29Gain on sale of investment
    
    
    (13,173
    )
    
    
    Other, net
    
    
    69
    
    
    
    93(13,645
    )
    
    
    (606
    )Earnings before income taxes
    
    
    19,328
    
    
    
    6,746Income taxes
    
    
    7,536
    
    
    
    2,213Net earnings
    
    $
    11,792
    
    
    $
    4,533Earnings per share, basic
    
    $
    0.77
    
    
    $
    0.30Weighted average number of common
shares outstanding, basic
    
    
    15,347
    
    
    
    15,235Earnings per share, diluted
    
    $
    0.76
    
    
    $
    0.29Weighted average number of common
shares outstanding, diluted
    
    
    15,483
    
    
    
    15,423Cash dividends declared per common share
    
    $
    1.10
    
    
    $
    1.07
  2




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Datascope Corp. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows
   Three Months EndedSeptember 30,2007
    
    
    2006Operating Activities:Net earnings
    
    $
    11,792
    
    
    $
    4,533Adjustments to reconcile net earnings to net
cash provided by operating activities:Depreciation
    
    
    3,599
    
    
    
    3,811Amortization
    
    
    1,575
    
    
    
    1,446Provision for supplemental pension and post-retirement medical
    
    
    343
    
    
    
    325Provision for (gains) losses on accounts receivable
    
    
    (87
    )
    
    
    38Cash surrender value of officers life insurance
    
    
    (64
    )
    
    
    (96
    )Realized gain on sale of investment
    
    
    (13,173
    )
    
    
    Stock-based compensation expense
    
    
    310
    
    
    
    141Excess tax benefits on stock-based compensation
    
    
    (4
    )
    
    
    (35
    )Deferred income tax (benefit) expense
    
    
    (26
    )
    
    
    1,180Changes in assets and liabilities:Accounts receivable
    
    
    7,698
    
    
    
    5,322Inventories
    
    
    (5,382
    )
    
    
    (4,794
    )Prepaid expenses and other assets
    
    
    1,686
    
    
    
    2,583Accounts payable
    
    
    2,404
    
    
    
    (3,064
    )Income taxes payable
    
    
    8,914
    
    
    
    1,178Accrued and other liabilities
    
    
    (10,352
    )
    
    
    (4,292
    )Net cash provided by operating activities
    
    
    9,233
    
    
    
    8,276Investing Activities:Capital expenditures
    
    
    (2,298
    )
    
    
    (1,544
    )Purchases of investments
    
    
    (31,787
    )
    
    
    (26,845
    )Proceeds from investment maturities
    
    
    10,919
    
    
    
    25,427Proceeds from investment sales
    
    
    18,201
    
    
    
    2,013Capitalized software
    
    
    (1,842
    )
    
    
    (1,853
    )Purchased technology and licenses
    
    
    (13
    )
    
    
    (59
    )Net cash used in investing activities
    
    
    (6,820
    )
    
    
    (2,861
    )Financing Activities:Exercise of stock options
    
    
    30
    
    
    
    182Treasury shares acquired under repurchase programs
    
    
    
    
    
    
    (1,717
    )Excess tax benefits on stock-based compensation
    
    
    4
    
    
    
    35Cash dividends paid
    
    
    (1,532
    )
    
    
    (1,069
    )Net cash used in financing activities
    
    
    (1,498
    )
    
    
    (2,569
    )Effect of exchange rates on cash
    
    
    (635
    )
    
    
    102Increase in cash and cash equivalents
    
    
    280
    
    
    
    2,948Cash and cash equivalents, beginning of period
    
    
    15,780
    
    
    
    9,479Cash and cash equivalents, end of period
    
    $
    16,060
    
    
    $
    12,427Supplemental Cash Flow InformationCash paid during the period for:Income taxes paid
    
    $
    85
    
    
    $
    13Income taxes refunded
    
    
    ($3,724
    )
    
    
    ($3,519
    )Non-cash investing and financing activities:Net transfers of inventory to fixed assets
for use as demonstration equipment
    
    $
    2,148
    
    
    $
    1,624Dividends declared, not paid
    
    $
    16,988
    
    
    $
    16,355
  3




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Datascope Corp. and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements
  1. Summary of Significant Accounting Policies
   Recently Adopted Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 Recent Accounting Pronouncements, Not Required to be Adopted as of September 30, 2007
 Fair Value Measurements
 4




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 1. Summary of Significant Accounting Policies (Continued)
 Accounting for
Deferred Compensation and Postretirement Benefits Aspects of Collateral Assignment Split-Dollar
Life Insurance Arrangements Employers Accounting for Postretirement Benefits Other Than Pensions Omnibus Opinion
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 2. Inventories
  September 30,
    
    
    June 30,2007
    
    
    2007Materials
    
    $
    20,905
    
    
    $
    20,189Work in process
    
    
    11,455
    
    
    
    11,253Finished goods
    
    
    31,476
    
    
    
    28,013$
    63,836
    
    
    $
    59,455
 3. Stockholders Equity
  Net earnings
    
    $
    11,792Foreign currency translation gain
    
    
    2,914Common stock and additional paid-in capital effects of
stock option activity
    
    
    344Cash dividends declared on common stock
    
    
    (16,988
    )Benefit plan adjustments
    
    
    101Unrealized gain on available-for-sale securities
    
    
    168Cumulative effect of FIN 48 adoption
    
    
    (2,815
    )Total decrease in stockholders equity
    
    $
    (4,484
    )
 5




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 4. Earnings Per Share
  Three Months Ended9/30/07
    
    
    9/30/06Net earnings
    
    $
    11,792
    
    
    $
    4,533Weighted average shares outstanding
for basic earnings per share
    
    
    15,347
    
    
    
    15,235Effect of dilutive employee stock awards
    
    
    136
    
    
    
    188Weighted average shares outstanding
for diluted earnings per share
    
    
    15,483
    
    
    
    15,423Basic earnings per share
    
    $
    0.77
    
    
    $
    0.30Diluted earnings per share
    
    $
    0.76
    
    
    $
    0.29
  5. Comprehensive Income
  Three Months Ended9/30/07
    
    
    9/30/06Net earnings
    
    $
    11,792
    
    
    $
    4,533Foreign currency translation gain (loss)
    
    
    2,914
    
    
    
    (185
    )Benefit plan adjustments
    
    
    101
    
    
    
    Unrealized gain on available-for-sale
securities, net of tax
    
    
    168
    
    
    
    266Total comprehensive income
    
    $
    14,975
    
    
    $
    4,614
 6. Segment Information
   6




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 6. Segment Information (Continued)
    CardiacAssist /
    
    
    Interventional /
    
    
    CorporateMonitoring
    
    
    Vascular
    
    
    AndProducts (a)
    
    
    Products
    
    
    Other (b)
    
    
    ConsolidatedThree months ended September 30, 2007Net sales to external customers
    
    $
    77,782
    
    
    $
    9,205
    
    
    $
    313
    
    
    $
    87,300Operating earnings (loss)
    
    $
    5,948
    
    
    $
    (66
    )
    
    $
    (199
    )
    
    $
    5,683Assets
    
    $
    214,405
    
    
    $
    86,602
    
    
    $
    91,157
    
    
    $
    392,164Three months ended September 30, 2006Net sales to external customers
    
    $
    76,460
    
    
    $
    10,411
    
    
    $
    329
    
    
    $
    87,200Operating earnings (loss)
    
    $
    9,404
    
    
    $
    (2,781
    )
    
    $
    (483
    )
    
    $
    6,140Assets
    
    $
    186,741
    
    
    $
    81,494
    
    
    $
    104,406
    
    
    $
    372,641
 Three Months EndedReconciliation to consolidated
earnings before income taxes:
    
    9/30/07
    
    
    9/30/06Consolidated operating earnings
    
    $
    5,683
    
    
    $
    6,140Interest income, net
    
    
    (541
    )
    
    
    (699
    )Gain on sale of investment
    
    
    (13,173
    )
    
    
    Other, net
    
    
    69
    
    
    
    93Consolidated earnings before income taxes
    
    $
    19,328
    
    
    $
    6,746
   7




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 7. Stock-Based Awards
    Share-Based Payment
 Three Months EndedSeptember 30,2007
    
    
    2006Cost of sales
    
    $
    8
    
    
    $
    7Research and development expenses
    
    
    56
    
    
    
    34Selling, general and administrative expenses
    
    
    246
    
    
    
    100Total stock-based compensation expense
    
    $
    310
    
    
    $
    141Total stock-based compensation expense, net of tax
    
    $
    184
    
    
    $
    83
  8




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 7. Stock-Based Awards (Continued)
 Three Months EndedSeptember 30,2007
    
    2006Expected dividend yield
    
    
    *
    
    
    
    4.04
    %Expected volatility
    
    
    *
    
    
    
    28
    %Risk-free interest rate
    
    
    *
    
    
    
    4.55
    %Expected life (in years)
    
    
    *
    
    
    
    4.8
 
 *
    
    Not applicable.   Stock Options
   WeightedNumber of
    
    AverageOptions
    
    Exercise PriceOptions outstanding, beginning of year
    
    
    1,741,161
    
    
    $
    32.47Granted
    
    
    
    
    
    
    Exercised
    
    
    (1,200
    )
    
    
    24.75Forfeited/Expired
    
    
    (10,350
    )
    
    
    34.70Options outstanding, end of period
    
    
    1,729,611
    
    
    
    32.46Options vested and expected to vest, end of
period
    
    
    1,693,707
    
    
    
    32.41Options exercisable, end of period
    
    
    1,541,136
    
    
    
    32.17
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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 7. Stock-Based Awards (Continued)
 Stock Options (Continued)
      Restricted Stock
  WeightedAverageShares
    
    Grant PriceNonvested, beginning of year
    
    
    3,908
    
    
    $
    35.84Granted
    
    
    64,930
    
    
    
    32.57Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Nonvested, end of period
    
    
    68,838
    
    
    
    32.76
  10




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 8. Retirement Benefit Plans
 Defined Benefit Pension Plans  U.S. and International
  Supplemental Executive Retirement Plans (SERP)
  Post-Retirement Medical Benefits Plan
   Three Months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006U.S. and International
    
    
    SERPService cost
    
    $
    725
    
    
    $
    696
    
    
    $
    94
    
    
    $
    88Interest cost
    
    
    1,113
    
    
    
    1,049
    
    
    
    264
    
    
    
    250Expected return on assets
    
    
    (1,061
    )
    
    
    (953
    )
    
    
    
    
    
    
    Amortization of:Net loss
    
    
    104
    
    
    
    134
    
    
    
    3
    
    
    
    2Unrecognized prior service (credit) cost
    
    
    (10
    )
    
    
    3
    
    
    
    (24
    )
    
    
    (19
    )Net periodic benefit costs
    
    $
    871
    
    
    $
    929
    
    
    $
    337
    
    
    $
    321Employer contributions
    
    $
    2,500
    
    
    $
    1,100
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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 8. Retirement Benefit Plans (Continued)
 Three Months EndedSeptember 30,2007
    
    
    2006Post-Retirement MedicalService cost
    
    $
    
    
    
    $
    Interest cost
    
    
    4
    
    
    
    3Expected return on assets
    
    
    
    
    
    
    Amortization of:Net loss
    
    
    1
    
    
    
    Unrecognized prior service cost
    
    
    1
    
    
    
    1Net periodic benefit costs
    
    $
    6
    
    
    $
    4
 9. Intangible Assets
  September 30,
    
    
    June 30,2007
    
    
    2007Amortized intangible assets:Purchased technology
    
    $
    22,380
    
    
    $
    22,176Licenses
    
    
    5,530
    
    
    
    5,272Customer relationships and other
    
    
    1,144
    
    
    
    1,077Subtotal
    
    
    29,054
    
    
    
    28,525Accumulated amortization:Purchased technology
    
    
    (1,480
    )
    
    
    (1,300
    )Licenses
    
    
    (1,830
    )
    
    
    (1,512
    )Customer relationships and other
    
    
    (45
    )
    
    
    (12
    )Subtotal
    
    
    (3,355
    )
    
    
    (2,824
    )Amortized intangible assets, net
    
    $
    25,699
    
    
    $
    25,701Indefinite-lived intangible assets:Trade name
    
    $
    395
    
    
    $
    373
  12




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 9. Intangible Assets (Continued)
   Year Ending June 30,2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012Amortization expense
    
    $
    1,392
    
    
    $
    1,856
    
    
    $
    1,962
    
    
    $
    1,504
    
    
    $
    1,620
  10. Goodwill
  CardiacAssist /
    
    
    Interventional /Monitoring
    
    
    VascularProducts
    
    
    Products
    
    
    ConsolidatedGoodwill, beginning of year
    
    $
    11,079
    
    
    $
    1,781
    
    
    $
    12,860Adjustment to acquisition purchase price
    
    
    9
    
    
    
    
    
    
    
    9Currency adjustment
    
    
    764
    
    
    
    
    
    
    
    764Goodwill, end of period
    
    $
    11,852
    
    
    $
    1,781
    
    
    $
    13,633
 11. Commitments and Contingencies
 Legal Proceedings
   13




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 11. Commitments and Contingencies (Continued)
 Legal Proceedings (Continued)
  Credit Arrangements
  12. Dividends and Stock Repurchase Program
   14




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 13. Income Taxes
  Adoption of New Accounting Standard
  Balance at
    
    
    
    
    
    Balance atJune 30,
    
    FIN 48
    
    July 1,2007
    
    Adjustment
    
    2007Other assets
    
    $
    34,897
    
    
    $
    239
    
    
    $
    35,136Accrued expenses / income taxes payable
    
    
    17,661
    
    
    
    (1,578
    )
    
    
    16,083Other liabilities
    
    
    25,220
    
    
    
    4,632
    
    
    
    29,852Retained earnings
    
    
    294,765
    
    
    
    (2,815
    )
    
    
    291,950
    15




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 14. Special Items
  
    
    Interventional Products Division exit plan totaling $5.0 million.
    
    Severance, settlement and other termination benefits of $6.0 million for workforce
reductions in the Patient Monitoring Division, the European sales organization, Corporate
and Genisphere.
    
    Goodwill impairment charge of $2.3 million related to Genisphere.
    
    Inquiry expenses of $1.7 million related to the Audit Committee investigations of ethics
line reports.
    
    Gain on sale of ProGuide assets totaling $2.2 million.
  15. Gain on Sale of Investment
  16




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Datascope Corp. and Subsidiaries
 
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 Business Overview
      17




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18




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Results of Operations
 Net Sales
         19




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Gross Profit (Net Sales Less Cost of Sales)
   Research and Development Expense (R&D)
  20




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Selling, General & Administrative Expense (SG&A)
     Interest Income
  Gain on Sale of Investment
  21




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##### Table of Contents



Income Taxes
  Net Earnings
  Liquidity and Capital Resources
         22




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##### Table of Contents



Information Concerning Forward Looking Statements
  Critical Accounting Policies
  23




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##### Table of Contents



Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes Accounting for Income Taxes
 , Fair Value Measurements
 Accounting for
Deferred Compensation and Postretirement Benefits Aspects of Collateral Assignment Split-Dollar
Life Insurance Arrangements Employers Accounting for Postretirement Benefits Other Than Pensions Omnibus Opinion
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 24




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##### Table of Contents



Quantitative and Qualitative Disclosures about Market Risk
    
 Controls and Procedures
    25




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##### Table of Contents



Total Value of SharesTotal
    
    
    
    
    
    
    Total Number of
    
    
    that May Yet BeNumber of
    
    
    Average
    
    
    Shares Purchased as
    
    
    Purchased Under theShares
    
    
    Price
    
    
    a Part of Publicly
    
    
    ProgramsFiscal Period
    
    Purchased
    
    
    Per Share
    
    
    Announced Programs
    
    
    ($ 000s)07/01/07  07/31/07
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    42,96308/01/07  08/31/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,96309/01/07  09/30/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,963Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    42,963
  26




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##### Table of Contents



31.1
    
    Certification of Principal Executive Officer Regarding Facts and Circumstances Relating
to Quarterly Reports31.2
    
    Certification of Principal Financial Officer Regarding Facts and Circumstances Relating
to Quarterly Reports32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 27




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##### Table of Contents



DATASCOPE CORP.
RegistrantBy:
    /s/ Lawrence SaperLawrence SaperChairman of the Board and
Chief Executive OfficerBy:
    /s/ Henry M. ScaramelliHenry M. ScaramelliVice President, Finance and
Chief Financial Officer