-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBO07vEmfQAZ1rsSeTSbPyP1JcHlCzU/uqAS6dPQWRnc8l+3tUhf1OzkNP7Aocj8 jJuaVSFaxglkpy2uW9qVNg== 0001201800-05-000076.txt : 20050420 0001201800-05-000076.hdr.sgml : 20050420 20050420110040 ACCESSION NUMBER: 0001201800-05-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050414 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VASOMEDICAL INC CENTRAL INDEX KEY: 0000839087 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 112871434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18105 FILM NUMBER: 05760928 BUSINESS ADDRESS: STREET 1: 180 LINDEN AVENUE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5169974600 MAIL ADDRESS: STREET 1: 150 MOTOR PARKWAY STREET 2: SUITE 408 CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /NY/ DATE OF NAME CHANGE: 19920506 8-K 1 vaso8kearnfeb05.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 14, 2005 (Date of earliest event reported) VASOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0-18105 11-2871434 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 180 Linden Avenue, Westbury, New York 11590 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (516) 997-4600 Not applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c) INFORMATION TO BE INCLUDED IN THE REPORT The information in this Form 8-K Current Report and the exhibit attached hereto is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 2.02 Results of Operations and Financial Condition On April 14, 2005, Vasomedical, Inc. issued an earnings press release announcing its financial results for the third quarter ended February 28, 2005. A copy of the earnings press release is attached as Exhibit 99 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99 Earnings Release, dated April 14, 2005, announcing the Registrant's financial results for the third quarter ended February 28, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VASOMEDICAL, INC. /s/ Thomas Glover ------------------------ Thomas Glover President and Chief Executive Officer Dated: April 20, 2005 EX-99 2 vaso8kex99pressrel.txt PRESS RELEASE Vasomedical, Inc. 180 Linden Avenue Westbury, New York 11590 Tel: (516) 997-4600 Fax: (516) 997-2299 - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- Vasomedical, Inc. Lippert/Heilshorn & Associates, Inc. Thomas W. Fry, CFO Kim Sutton Golodetz (kgolodetz@lhai.com) (516) 997-4600 (212) 838-3777 investorrelations@vasomedical.com Bruce Voss (bvoss@lhai.com) (310) 691-7100 VASOMEDICAL REPORTS THIRD QUARTER FISCAL 2005 FINANCIAL RESULTS WESTBURY, N.Y. (April 14, 2005) - Vasomedical, Inc. (Nasdaq SC: VASO), a leader in the non-invasive treatment and management of cardiovascular diseases, today announced financial results for the three and nine months ended February 28, 2005. For the third quarter of fiscal 2005, Vasomedical recorded total revenues of $3.0 million, compared with total revenues of $6.0 million for the third quarter of fiscal 2004. The Company reported a net loss for the third quarter of fiscal 2005 of $2.0 million, or $0.03 per share, compared with a net loss of $0.3 million, or $0.01 per share, in the year-ago quarter. "We believe the decline in domestic units shipped reflects weakened demand for new EECP(R) therapy systems in the refractory angina market as existing capacity is more fully utilized, coupled with increased competition from surgical procedures, mainly the use of drug-eluting stents," said Tom Glover, president and chief executive officer of Vasomedical. "In light of the positive clinical trial data that were presented at the American College of Cardiology Scientific Session on March 8, 2005, we are optimistic that the Centers for Medicare and Medicaid Services (CMS) will render a favorable reimbursement decision for the use of EECP therapy to treat congestive heart failure (CHF)." Vasomedical intends to submit a coverage application to CMS in parallel with publication of the results of the PEECH clinical study in a major peer-reviewed medical journal, which is a prerequisite for final decision. CMS typically requires six to nine months to render a draft coverage decision once an application is submitted. The Company is hopeful CMS will implement a final favorable coverage decision by March 2006. "Following the release of top-line results from the PEECH clinical trial we have heard from physicians and others who consider the PEECH results to be an important step forward in the treatment of CHF. These physicians understand that an increase in exercise time for CHF sufferers means the ability to perform normal daily activities that most people take for granted, but are often impossible for those with CHF. Furthermore, as shown by trial data, patients who did not receive EECP therapy deteriorated on several key metrics, while patients who received EECP therapy improved. We believe CMS will look at these data and see that EECP therapy, from both clinical and qualitative points of view, can be instrumental in relieving symptoms and improving the quality of lives of CHF patients," commented Mr. Glover. For the first nine months of fiscal 2005, total revenues were $11.2 million, compared with $16.3 million for the first nine months of fiscal 2004. The net loss for the nine months ended February 28, 2005 was $4.6 million, or $0.08 per share, compared with a net loss of $2.7 million, or $0.05 per share, for the nine months ended February 29, 2004. Cash, cash equivalents, certificates of deposit and treasury bills at February 28, 2005 were $4.0 million, compared with $7.5 million at May 31, 2004. Conference Call The Company will host a conference call to discuss these financial results today beginning at 4:30 p.m. Eastern Time. To participate in the live call by telephone, please dial (800) 639-0297 from the U.S., or (706) 634-7417 from outside the U.S. A telephone replay will be available until 11:59 p.m. Eastern Time April 16, 2005 by dialing (800) 642-1687 from the U.S. or (706) 645-9291 for international callers and entering passcode 5171478. Those interested in listening to the conference call live via the Internet may do so by visiting the Company's web site at www.vasomedical.com, under the investor relations tab. The webcast will be archived for 30 days. About EECP(R) Therapy EECP(R) external counterpulsation therapy is typically given in 35 one-hour-sessions over seven weeks. Patients lie down on a padded table and their calves, lower thighs and upper thighs are wrapped in a cuff set. The system, which is synchronized to the individual patient's cardiac cycle, inflates the cuffs with air to create external pressure when the heart is resting (diastole) and deflates the cuffs just before the heart beats (systole). The system's action, which pulses counter to the heart's beating, increases blood flow to the heart muscle and decreases the heart's workload, creating a greater oxygen supply for the heart muscle while lowering the heart's need for oxygen. About Vasomedical, Inc. Vasomedical, Inc. is primarily engaged in designing, manufacturing, marketing and supporting EECP(R) external counterpulsation systems based on the Company's proprietary technology. EECP(R) is a non-invasive, outpatient therapy for the treatment of diseases of the cardiovascular system currently indicated for use in cases of angina, cardiogenic shock, acute myocardial infarction and congestive heart failure. The therapy serves to increase circulation in areas of the heart with less than adequate blood supply and may restore systemic vascular function. The Company provides hospitals, clinics and private practices with EECP(R) equipment, treatment guidance and a staff training and maintenance program designed to provide optimal patient outcomes. EECP(R) is a registered trademark for Vasomedical's enhanced external counterpulsation system. Additional information is available on the Company's website at www.vasomedical.com. Except for historical information contained in this release, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipated," "believes," "could," "estimates," "expects," "may," "plans," "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of the dramatic changes taking place in the healthcare environment; the impact of competitive procedures and products and their pricing; medical insurance reimbursement policies; unexpected manufacturing or supplier problems; unforeseen difficulties and delays in the conduct of clinical trials and other product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas; uncertainties about the acceptance of a novel therapeutic modality by the medical community; and the risk factors reported from time to time in the Company's SEC reports. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments. (Tables to follow) Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands, except per share amounts)
February 28, May 31, 2004 2005 ASSETS (Unaudited) CURRENT ASSETS Cash and cash equivalents $1,229 $6,365 Certificates of deposit and treasury bills 2,764 1,181 Accounts receivable, net of an allowance for doubtful accounts of $521 at February 28, 2005and $699 and May 31, 2004 1,589 5,522 Inventories 3,613 2,374 Other current assets 437 272 -------------- ------------- Total current assets 9,632 15,714 PROPERTY AND EQUIPMENT, net 2,265 2,431 DEFERRED INCOME TAXES 14,582 14,582 OTHER ASSETS 319 297 -------------- ------------- $26,798 $33,024 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $2,307 $3,122 Current maturities of long-term debt and notes payable 145 137 Sales tax payable 228 353 Deferred revenues 1,647 1,735 Accrued warranty and customer support expenses 106 162 Accrued professional fees 115 92 Accrued commissions 106 341 -------------- ------------- Total current liabilities 4,654 5,942 LONG-TERM DEBT 985 1,093 ACCRUED WARRANTY COSTS 17 83 DEFERRED REVENUES 877 1,112 OTHER LIABILITIES 101 200 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 1,000 shares authorized; none issued and outstanding -- -- Common stock, $.001 par value; 110,000 shares authorized; 58,553 and 58,419 shares at February 28, 2005 and May 31, 2004, respectively, issued and outstanding 58 58 Additional paid-in capital 51,451 51,320 Accumulated deficit (31,345) (26,784) -------------- ------------- Total stockholders' equity 20,164 24,594 -------------- ------------- $26,798 $33,024 ============== =============
Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (in thousands, except per share amounts) (unaudited)
Nine Months Ended Three Months Ended ------------------------------- ------------------------------ February 28, February 29, February 28, February 29, 2005 2004 2005 2004 ------------- ------------- ------------- ------------- Revenues Equipment sales $8,629 $14,148 $2,131 $5,185 Equipment rentals and services 2,618 2,132 833 765 ------------- ------------- ------------- ------------- $11,247 $16,280 $2,964 $5,950 Cost of sales and services Cost of sales, equipment 3,035 4,618 832 1,628 Cost of equipment rentals and services 965 948 333 305 ------------- ------------- ------------- ------------- 4,000 5,566 1,165 1,933 ------------- ------------- ------------- ------------- Gross Profit 7,247 10,714 1,799 4,017 Expenses Selling, general and administrative 9,089 9,218 2,948 3,083 Research and development 2,521 2,997 863 1,044 Provision for doubtful accounts 135 1,147 2 162 Interest expense and financing costs 85 101 26 35 Interest and other income, net (52) (115) (21) (7) ------------- ------------- ------------- ------------- 11,778 13,348 3,818 4,317 ------------- ------------- ------------- ------------- LOSS BEFORE INCOME TAXES (4,531) (2,634) (2,019) (300) Income tax expense, net (30) (30) (8) (10) ------------- ------------- ------------- ------------- NET LOSS ($4,561) ($2,664) ($2,027) ($310) ============= ============= ============= ============= Net loss per common share - basic ($0.08) ($0.05) ($0.03) ($0.01) ============= ============= ============= ============= - diluted ($0.08) ($0.05) ($0.03) ($0.01) ============= ============= ============= ============= Weighted average common shares outstanding - basic 58,546 57,847 58,553 57,887 ============= ============= ============= ============= - diluted 58,546 57,847 58,553 57,887 ============= ============= ============= ============= REVENUES BY GEOGRAPHIC REGION United States business $10,571 $15,586 $2,791 $5,631 Non-domestic business 676 694 173 319 ------------- ------------- ------------- ------------- Total $11,247 $16,280 $2,964 $5,950 ============= ============= ============= =============
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