MIRA INFORM REPORT
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Report Date : |
18th May 2006 |
IDENTIFICATION DETAILS
|
Name : |
DATASCOPE CORPORATION |
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Registered Office : |
14 Philips Parkway Montvale, New Jersey 07465, United States |
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Date of Incorporation : |
05/10/1989 |
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Legal Form : |
Corporation - Public |
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Line of Business : |
Engaged as a manufacturer of medical
equipment |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba |
RATING
|
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is
considered normal. Capable to meet normal commitments. |
Satisfactory |
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Status : |
Satisfactory |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
IDENTIFICATION &
EXECUTIVE SUMMARY
Company
Name: DATASCOPE CORPORATION
Address: 14
PHILIPS PARKWAY
City: MONTVALE
State/Province: NEW
JERSEY
Zip
Code: 07465
Country: UNITED
STATES
Telephone: 201
591-8100
Facsimile: 201
307-5400
Legal
Form: Corporation - Public
Website: www.datascope.com
Maj.
Shareholder: Mr. Lawrence Saper
@rating
Opinion:
In
KUSD As of: 30/06/2005
Sales /
Revenue: 352,700
Net
Income: 14,646
Total
Equity: 265,865
Number
of Employees: 1,320
Business
Activity:
The Firm
is engaged as a manufacturer of medical equipment.
NOTE TO CLIENT
Credit
facilities:
The Firm
has available lines of credit at June 30, 2005 totaling $95.1 million, with
interest payable at LIBOR based rates, determined by the borrowing period. It
has approximately $1.4 million of letters of credit outstanding as security for
inventory purchases from an overseas vendor. It had short-term unsecured
borrowings of $4.0 million at June 30, 2005 with an interest rate of 3.54% due
in October 2005. We did not have any borrowings at June 30, 2004. Of the total
available, $25.0 million expires in October 2005, $19.7 million
expires
in November 2005 and $25.0 million expires in March 2006. These lines are
renewable annually at the option of the banks, and it plans to renew them. The Firm also has $25.4 million in lines of
credit with no expiration date.
LEGAL
Legal
Form: Corporation - Public
Since
(D/M/Y): 05/10/1989
State/Province
of Incorporation: DE
Status:
ACTIVE
Previous
Legal Form:
Company
is NOT required to publish an annual financial report.
Delaware
Registration:
File
Number: 2209780
Incorporation
Date / Formation Date: 10/05/1989 (mm/dd/yyyy)
Entity
Name: DATASCOPE CORP.
Entity
Kind: CORPORATION
Entity
Type: GENERAL
Residency:
DOMESTIC
State:
DE
REGISTERED
AGENT INFORMATION
Name: THE PRENTICE-HALL CORPORATION SYSTEM, INC.
Address: 2711 CENTERVILLE ROAD SUITE 400
City: WILMINGTON
County: NEW CASTLE
State: DE
Postal
Code: 19808
Phone: (302)636-5400
---------------------------------------------------------------------
The Firm
is also qualified to do business in New Jersey under the filing number
3407236100
----------------------------------------------------------------------
The Firm
is public and is traded on NASDAQ under the symbol DSCP.
Recent
Close $ 34.77
52 Week
Range $ 40.50 - $ 28.01
Common
Shares Outstanding 14,888,000
----------------------------------------------------------------------
Managers/Key Personnel
Mr.
Lawrence Saper Chairman Of The Board Of Directors
Mr.
Murray Pitkowsky Senior Vice President
Mr. Fred
Adelman Vice President
Mr.
Nicholas E. Barker Vice President
OWNERS
Mr.
Lawrence Saper
18.80% Shareholder
Private
Capital Management, Inc 12.60
Shareholder
Systematic
Financial Management L.P 5.50 Shareholder
Barclays
Global Investors, NA 5.00
Shareholder
Subsidiary Where Incorporated % of
Voting
Stock
----------------------------------------------------------------------
Datascope
FSC, Ltd. Barbados 1
Datascope
Investment Corp. New Jersey 100
Datascope
B.V. Netherlands 100
Datascope
Medical Co. Ltd. United Kingdom 1
Datascope
S.A.R.L. France 100
Datascope
GmbH Germany 100
InterVascular
S.A.S. France 100
Datascope
SL Spain 100
Datascope
Interventional GmbH Germany 1
Bioplex
Corp. Delaware
100
Bioplex
Medical B.V. Netherlands 100
Datascope
Biomaterials Research B.V. Netherlands 1
Genisphere,
Inc. Delaware 83
InterVascular
Inc. Delaware 100
InterVascular
S.A.R.L. France 1
InterVascular
GmbH Germany 100
Datascope
Italia S.r.l. Italy 100
Datascope
SPRL Belgium 100
Datascope
Trademark Corp. Delaware 100
InterVascular
C, Inc. Delaware 1
InterVascular
V, Inc. Delaware 100
BANKS
Bank of
America
Scranton PA
Telephone:
Facsimile:
Account
Number:
Account
Manager:
Fleet
National Bank was acquired by Bank of
America in 2004. The bank requires an account number for a reference which
could not be obtained. Please see notes to client for credit facilities.
PAYMENT HISTORY
BUSINESS DATE LAST PAYMENT CREDIT BALANCE CUR 1- 31- 61-
CATEGORY REPTD SALE TERMS $
$ % 30
60 90 91+ COMMENTS
---------- ----- ----- ------- --------
-------- --- --- --- --- --- --------
AIR TRANS 06-03 06-03 0000000 89200
2600 93 7 0 0
0 CUST 16 YR
BANK 06-04 05-11 CONTRCT 0
0 0 0
0 0 0 CUST 8 YR
BLDG MATRL 06-04 06-04 CREDIT 4500
300 100 0 0 0
0
BUS SERVCS 06-05 00-00 NET 7 7000
7000 100 0 0
0 0
CELLUL/PAG 06-04 06-04 NET 30 100
100 100 0 0
0 0 CUST 2 YR
COMPUTERS 06-05 06-04 0000000 3900
3900 0 100 0
0 0
FINCL SVCS 06-03 05-06 CONTRCT 0 0 0 0 0
0 0 SATSFTRY
FINCL SVCS 06-03 05-10 CONTRCT 0 0 0 0 0
0 0 SATSFTRY
GENERAL 06-04 06-03 OTHER
500000 0 0
0 0 0 0 CUST
1 YR
MACH DISTR 06-04 06-04 1/10N30 2100 700
35 65 0 0 0
CUST 2 YR
PACKAGING 06-04 00-00 NET 30
100 0 0
0 0 0 0 CUST
7 YR
PETROLEUM 06-04 06-03 VARIED
400 100 100 0
0 0 0 CUST 28 YR
AIR TRANS 05-12 00-00 NET 30
100 0 0
0 0 0 0 CUST
3 YR
COMPUTERS 04-02 00-00 NET 30 0 0 0 0 0
0 0
CRED CARD 06-05 05-11 REVOLVE 100
0 0 0
0 0 0 CUST 9 YR
CRED CARD 04-05 04-05 NET 30
1200 0 0
0 0 0 0 CUST
7 YR
ELEC DISTR 05-12 00-00 NET30 0
0 0 0
0 0 0
ELEC MFG 04-03 03-10 NET 30
1900 0 0
0 0 0 0
MED CHEM 05-03 98-08 2/20N30 0
0 0 0
0 0 0 CUST 9 YR
PAINTS 03-06 00-00 VARIED
100 100 100 0 0 0
0
PAINTS 04-03 04-01 1/10PRX 200
0 0 0
0 0 0
PERSNLSVCS 05-08 00-00 NET 30 0
0 0 0
0 0 0
PHOTO EQP 03-08 00-00 VARIED 0 0 0 0 0
0 0
SAFTY PROD 03-06 02-11 NET 30 0 0
0 0 0 0 0
CUST 1 YR
SOAP 04-03 00-00 2/10N30 300
100 0 0
100 0 0
TEMP HELP 04-06 00-07 CONTRCT 0
0 0 0
0 0 0
TELECOM 06-04 02-05 NET 30
600 0 0
0 0 0 0 CUST
8 YR
TELECOM 06-04 00-06 NET 30
200 0 0
0 0 0 0 CUST
8 YR
TELECOM 06-03 00-00 NET 30
100 0 0
0 0 0 0 CUST 13 YR
CURRENT QUARTER 607300 14700
69 31 0 0 0
Payment Trends
INDUSTRY BUSINESS
BALANCE CUR 1- 31- 61-
DATE CUR DBT DBT $ % 30
60 90 91+
-------- --- --- --- -------- --- --- --- --- ---
20060400 0 8 2 11600 93 5
2 0 0
20060300 0 8 2 12000 92 4
4 0 0
20060200 0 9 2 8200 91 8
1 0 0
20060100 0 8 4 11400 81 17
1 1 0
20051200 0 8 8 7500 66 26 8
0
0
20051100 0 6 8 7900 64 31
3 1 1
Payment History - Quarterly Averages
BALANCE
CUR 1- 31- 61-
QUARTER
YEAR DBT $ % 30 60
90 91+
-------- ------ --- -------- --- ---
--- --- ---
First
2006 3 7200 89 8 3
0 0
Fourth
2005 6 8900 71 24 4
1 0
Third
2005 14 7900 63 13 19
5 0
Second
2005 6
5700 85 4
11 0 0
First
2005 2 2200 86 14 0
0 0
FINANCIAL INFORMATION
FINANCIAL FIGURES
Year-End (D/M/Y): 31/03/2006 30/06/2005 30/06/2004
Quarterly Consolidated Consolidated
Sales / Revenues 273,900 352,700 343,300
Interest Income - 1,717 1,363
Gross Margin 153,556 205,444
202,819
Operating Income (Loss) 21,644 19,241
32,817
Interest on Loans 263 304 26
Other Expenses -10,292 -10,216
-3,121
RESULTS
Income before Taxes 26,164 20,654 34,154
Income Tax 6,589 6,008
10,246
Net Income 19,575 14,646
23,908
ASSETS
Cash and Equivalents 23,140 12,188 8,123
Inventory 60,257 54,626
52,858
Accounts Receivables 82,573 79,439 77,103
Other Current Assets 16,240 11,802 18,571
Total Current Assets 206,790 188,439 172,668
Property Plant & Equip 84,490
87,648 88,915
Other Fixed Assets 31,786 15,312 12,437
Total Fixed Assets 163,236 168,643 195,667
Intangibles 24,562 42,870
39,877
Total Assets 370,026 357,082
368,335
LIABILITIES
Trade Creditors 48,975
51,504 48,612
Other Current Liab 3,361 3,975 4,188
Total Current Liab 55,836 59,479 52,800
Long Term Debt - 15,009 -
Other Long Term Liab 32,464 16,729 22,965
Total Long Term Liab 32,464 31,738 22,965
Total Liabilities 88,300 91,217 75,765
EQUITY
Retained Earnings 293,758 292,300 311,117
Total Equity 281,726 265,865
292,570
FINANCIAL ANALYSIS
Actual Previous
Percentage of total assets
31/03/2006 30/06/2005 31/03/2006 30/06/2005
Cash and Equivalents 23,140 12,188
6.25 3.41
Inventory 60,257
54,626 16.28 15.30
Other Current Assets 16,240 11,802
4.39 3.31
Total Current Assets 206,790 188,439
55.89 52.77
Intangibles 24,562
42,870 6.64 12.01
Total Assets 370,026
357,082 100.00 100.00
Total Current Liab 55,836 59,479
15.09 16.66
Long Term Debt 0
15,009 0.00 4.20
Other Long Term Liab 32,464 16,729
8.77 4.68
Total Liabilities 88,300 91,217 23.86 25.55
Total Equity 281,726
265,865 76.14 74.45
CURRENT OPERATIONS
NAICS Code: 33911 Medical Equipment and Supplies
Manufacturing
Number of Employees: 1,320
Business Activity:
The Firm is engaged as a manufacturer
of medical equipment. Products include: artery harvesting devices, vascular
closure devices, bypass grafts, and patient monitoring systems.
The above address owned, and
is the headquarters of the Firm and consists of
38,000 square feet of office space. The Firm also operates branches at the
following locations:
Fairfield, New Jersey 75,000
sq. feet, used for Cardiac Assist
Owned headquarters and manufacturingand research
and development of
intra-aortic balloons
Hatfield, Pennsylvania 15,000
sq. feet, used for Genisphere research
Leased (until 6/30/11) and
development, manufacturing and warehousin
Hoevelaken, the
Netherlands 12,700 sq. feet, used for
administrative
Owned offices
and the European central warehouse
La Ciotat, France 30,000 sq. feet, used by InterVascular f
Owned manufacturing and warehousing of vascular
grafts and
administrative offices
Mahwah, New Jersey 130,000 sq. feet, used for:
Owned Patient Monitoring facility - manufactur
and warehousing of
patient monitoring
products, research
and development and
administrative offices.
Manufacturing of
cardiac assist
balloon pump systems
Mahwah, New Jersey 90,000 sq. feet, used for:
Interventional
Products facility -
manufacturing,warehousing,
research and
development and
distribution of
interventional
products and administrati
offices.
Warehousing, packaging and
distribution of
cardiac assist
products.
Warehousing, distribution and
administrative
offices for InterVascular
products
PUBLIC RECORD
Legal Proceedings taken from
the Firm's 10-k
In December 2000, an action
was filed in New York Supreme Court against the Firm and its board of directors
entitled David B. Shaev v. Lawrence Saper, Alan B. Abramson, David Altschiller,
Joseph Grayzel, M.D., George Heller, Arno Nash and Datascope Corp. The complaint alleged, inter alia, common law
claims for breach of the duty of loyalty and breach of fiduciary duty for
approving allegedly excessive compensation to defendant Saper. By agreement,
the time to respond to this complaint had been extended. The action has been
dismissed in conjunction with the settlement of the United States District
Court Action that was filed in August 2001. The August 2001 action was settled
in March 2005 with a payment by Datascope's insurance company of the
plaintiff's attorney's fees and a small reduction to Mr. Saper's supplemental
executive retirement plan.
On January 28, 2003,
Sanmina-SCI, one of the Firm's former suppliers, filed a
complaint in the Superior
Court of California, County of Santa Clara, claiming
that we are obligated to
purchase excess inventory of Sanmina-SCI. Sanmina-SCI seeks damages of $1.2
million, plus material markup, carrying costs and
interest. In response, they
filed an answer denying the allegations of the
complaint and counterclaimed
for damages they suffered in the amount of
$2.3 million for
Sanmina-SCI's breach of its obligation to us. The Firm believe
it has a meritorious defenses
and a meritorious counterclaim and intends to
proceed vigorously in this
matter. Mediation was attempted in April 2004 without success and now discovery
is being conducted.
The Public Prosecutor's
Office in Darmstadt, Germany is conducting an
investigation of current and
former employees of one of the Firm's German
subsidiaries. The
investigation concerns marketing practices under which
benefits were provided to
customers of the subsidiary. They are cooperating with the investigation. The
German subsidiary has annual revenues of approximately $5 million. They cannot
predict at this time what the results of the investigation may be or whether it
could have a material adverse effect on the Firm or its business.
On December 2, 2003, a former
Datascope employee, Michael Barile, filed a
complaint in the Superior
Court of New Jersey, Law Division, Bergen County,
against Datascope Corp. and
various John Does seeking, inter alia,
indemnification from the
Company of approximately $1 million in legal fees and
expenses he allegedly
incurred in defending a criminal action brought against
him by the United States
Attorney's Office for the District of Maryland, as
well as additional damages
Mr. Barile alleges he suffered as a result of such
prosecution. In response, the
Company has filed an answer denying the
allegations of the complaint
and has brought counterclaims against Mr. Barile
seeking damages resulting
from Mr. Barile's improper conduct as an employee of Datascope. The Company
believes it has meritorious counterclaims and
meritorious defenses to Mr.
Barile's claims and intends to defend and
prosecute this action
vigorously. Mr. Barile has replied to the Company's
counterclaims by denying
them. Mediation was held on April 28, 2004 and the
parties agreed to exchange a
limited amount of discovery material before
another mediation, to discuss
settlement, is scheduled. A second mediation was held on June 16, 2005, which
did not result in settlement. However, in
response to the Company's
summary judgement motion, all of Michael Barile's
damage claims, except for
reimbursement of legal fees, were dismissed by the
Court in April 2005.
Discovery is now proceeding in preparation for trial.
On January 20, 2005, Rex
Medical LP filed a complaint in the United States
District Court for the
District of Delaware, seeking monetary damages for
breach of three thrombectomy
technology transfer agreements between Rex and the Company, as well as to have
the technology under the agreements revert back to Rex. The Company has
answered the complaint denying the allegations and has counterclaimed for Rex's
breach of the contracts and seeks monetary damages for lost profits. Mediation
was conducted in August 2005 without success, however, the parties have been
discussing the possibility of
settlement and discovery is
proceeding. The Company believes it has a
meritorious counterclaim and
meritorious defenses to Rex's claims and intends
to defend and prosecute this
action vigorously.
On March 18, 2005, Johns
Hopkins University and Arrow International, Inc.
filed a complaint in the
United States District Court for the District of
Maryland, seeking a permanent
injunction and damages for patent infringement.
They allege that the
Company's ProLumen Rotational Thrombectomy System
infringes the claims of their
U.S. patents 5,766,191 and 6,824,551. The
Company has filed an answer
denying such infringement and discovery has begun.
The Company believes that it
has meritorious defenses to such claims and
intends to defend this action
vigorously.
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORP
15 LAW DR.
FAIRFIELD, NJ 07004
Secured Parties: COPELCO
CAPITAL, INC.
Filing Date: 5/15/2000
Filing Number: 1974933
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Case Type: MISCELLAN
Date: 8/7/2001
Defendant: LAWRENCE SAPER
ALAN B ABRAMSON DAVID ALTSCHILLER JOSEPH GRAYZEL, MD
GEORGE HELLER ARNO NASH
DATASCOPE CORP
Filing Type: CIVIL SUIT
Number: 01-CV-03744
Plaintiff Counsel: WILL
LEVINS
Plaintiff: DAVID B SHAEV
Status: OPEN
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORP.
14 PHILIPS PARKWAY
MONTVALE, NJ 07645
Secured Parties: FLEET CAPITAL
CORPORATION (FOR ITSELF AND/OR AS AGENT)
Filing Date: 4/27/2001
Filing Number: 2038418
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE CORP
15 MAC ARTHUR BLVD
MAHWAH, NJ 07430
Secured Parties: COPELCO
CAPITAL, INC.
Filing Date: 8/9/2000
Filing Number: 1992165
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORP
15 LAW DRIVE
FAIRFIELD, NJ 07004
Secured Parties: CIT
TECHNOLOGY FINANCING SERVICES, INC.
Filing Date: 1/15/2003
Filing Number: 21397592
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORPORATION
1300 MACARTHUR BLVD
MAHWAH, NJ 07430
Secured Parties: CITICORP
VENDOR FINANCE, INC.
Filing Date: 9/14/2001
Filing Number: 2064576
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORP
15 LAW DRIVE
FAIRFIELD, NJ 07004
Secured Parties: COPELCO
CAPITAL, INC.
Filing Date: 7/31/2000
Filing Number: 1990093
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORP.
14 PHILIPS PARKWAY
MONTVALE, NJ 07645
Secured Parties: FLEET
CAPITAL CORPORATION
Filing Date: 6/22/2000
Filing Number: 1982681
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE
CORPORATION
14 PHILLIPS PKWY
MONTVALE, NJ 07645
Secured Parties: FLEET
BUSINESS CREDIT, LLC
Filing Date: 2/21/2002
Filing Number: 20882396
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Debtor Address: DATASCOPE,
CORP
15M LAW DRIVE
MONTVALE, NJ 07645
Secured Parties: WELLS FARGO
FINANCIAL LEASING, INC.
Filing Date: 12/27/2002
Filing Number: 21367892
Filing Type: INITIAL FILING
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Case Type: CONDEMNATN
Date: 4/30/2003
Defendant: UNITED STATES OF
AMERICA STATE OF NEW JERSEY DATASCOPE CORP
Filing Type: CIVIL SUIT
Number: L 003112 03
Plaintiff Counsel: HUNTINGTON
CARVER
LICENSE NO: 2016663388
Plaintiff: BOROUGH OF
MONTVALE
Status: OPEN
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Case Type:
CONTRACT-EMPLOYMENT
Date: 12/3/2003
Defendant: VINCENT A BUCCI
HEALTH POLICY ASSOCIATES INC DOE 4 JOHN DOES 1-3 JOHN
DATASCOPE CORP, A DE
CORPORATION
Filing Type: CIVIL SUIT
Number: L 008809 03
Plaintiff Counsel: FAUGNO
& ASSOCIATES LLC
LICENSE NO: 2013421969
Plaintiff: MICHAEL BARILE
Status: OPEN
--------------------------------------------------------------------------------
Name Searched: DATASCOPE CORP
Case Type:
CONTRACT-EMPLOYMENT
Date: 7/15/2004
Defendant: VINCENT A BUCCI
HEALTH POLICY ASSOCIATES INC JOHN DOES 1-4 DATASCOPE
CORP, A DE CORPORATION
Filing Type: CIVIL SUIT
Number: L 010497 04
Plaintiff Counsel: FAUGNO
& ASSOCIATES LLC
LICENSE NO: 2013421969
Plaintiff: HARYASH GUGANI
Status: OPEN
--------------------------------------------------------------------------------
There was no record of any
tax liens or bankruptcies involving the Firm.
Nothing more could be learned
regarding the legal actions.
GENERAL COMMENTS
Incorporated in Delaware in
1989, Datascope Corp. is engaged as a manufacturer of medical supplies. The payment record appears prompt. There are pending legal actions against the
Firm. The Firm is considered
responsible for normal business transactions.
RATING EXPLANATIONS
RATING
|
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely
sound financial base with the strongest capability for timely payment of
interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate
working capital. No caution needed for credit transaction. It has above
average (strong) capability for payment of interest and principal sums |
Large |
|
56-70 |
A |
Financial &
operational base are regarded healthy. General unfavourable factors will not
cause fatal effect. Satisfactory capability for payment of interest and
principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is
considered normal. Capable to meet normal commitments. |
Satisfactory |
|
26-40 |
B |
Unfavourable &
favourable factors carry similar weight in credit consideration. Capability
to overcome financial difficulties seems comparatively below average/normal. |
Small |
|
11-25 |
Ca |
Adverse factors are
apparent. Repayment of interest and principal sums in default or expected to
be in default upon maturity |
Limited with full
security |
|
<10 |
C |
Absolute credit risk
exists. Caution needed to be exercised |
Credit not recommended |