-----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, Mq/xdj28GYtz689mtG5qW62fNaexOu/1xNawuxKSFMP8TL/V7vwWMMHPonGqUKLn A2CgGJzcMhw91xypiAJlww== 0001201800-05-000200.txt : 20050819 0001201800-05-000200.hdr.sgml : 20050819 20050819144610 ACCESSION NUMBER: 0001201800-05-000200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050816 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 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: 051038318 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 vaso8k-august2005.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: August 16, 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 August 16, 2005, Vasomedical, Inc. issued an earnings press release announcing its financial results for the fourth quarter and fiscal year ended May 31, 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 August 16, 2005, announcing the Registrant's financial results for the fourth quarter and fiscal year ended May 31, 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. By: /s/ Thomas Glover Thomas Glover President and Chief Executive Officer Dated: August 19, 2005 EX-99 2 vaso8kaugust05-ex99.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 FOURTH QUARTER FISCAL 2005 FINANCIAL RESULTS Conference Call to be Held Today at 4:30 ET WESTBURY, N.Y. (August 16, 2005) - Vasomedical, Inc. (Nasdaq SC: VASO), a leader in the noninvasive treatment and management of cardiovascular diseases, today announced financial results for the three and twelve months ended May 31, 2005. For the fourth quarter of fiscal 2005, Vasomedical recorded total revenues of $3.8 million, compared with total revenues of $5.9 million for the fourth quarter of fiscal 2004. The Company reported a net loss for the fourth quarter of fiscal 2005 of $1.0 million, or $0.02 per share, compared with a net loss of $0.8 million, or $0.01 per share, in the year-ago quarter. Thomas Glover, president and chief executive officer of Vasomedical, commented, "Although our results compare unfavorably to the prior fiscal year quarter, we are encouraged with this past quarter's performance, as we grew our revenue from $2.9 million in the third quarter of fiscal 2005. This represents a 30% increase from the previous quarter and a reversal of the declining revenues we have experienced over the last several quarters. Since it is our stated objective to achieve profitability in large part by growing revenue, we were very pleased to see this sequential growth trend." "Our progress was also measured in other tangible ways during the past few months. On June 22, we announced that our application for the expansion of national Medicare reimbursement coverage for EECP(R) therapy was accepted for review by CMS (Centers for Medicare and Medicaid Services). A favorable decision by CMS will provide Medicare reimbursement of EECP therapy for congestive heart failure as a primary indication as well as coverage for less severe angina. This was a critical milestone for us and we anticipate a preliminary coverage decision from CMS by December 20, 2005 and a final coverage decision by March 20, 2006. As part of the review process, CMS initiated a public comment period, now completed, which generated nearly 90 letters to CMS from providers, physicians, nurses, health care administrators and patients. We were encouraged to see that virtually all of these letters spoke of the benefits and positive results achieved with EECP therapy and advocated expansion of reimbursement coverage." Total revenues for fiscal 2005 were $15.1 million, compared with $22.2 million for fiscal 2004. The decline in equipment sales was due primarily to a decrease in domestic units shipped, a 5% decrease in the average sales prices of new EECP systems sold in the domestic market and an unfavorable product mix reflecting a higher portion of used versus new equipment shipments. The revenue decline from domestic equipment sales was partially offset by a 23% increase in revenue from equipment rental and services for the year ended May 31, 2005, as compared with the prior year. The net loss for the twelve months ended May 31, 2005 was $5.6 million, or $0.10 per share, compared with a net loss of $3.4 million, or $0.06 per share, for the twelve months ended May 31, 2004. Cash, cash equivalents and certificates of deposit at May 31, 2005 were $2.7 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 on August 18, 2005, by dialing (800) 642-1687 from the U.S. or (706) 645-9291 for international callers and entering passcode 8513387. 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 external counterpulsation therapy is typically given in 35 one-hour sessions over seven weeks. Patients recline on a contoured treatment table and their calves, lower thighs and upper thighs are wrapped in a pneumatic 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 and deflates the cuffs just before the next heartbeat. The system's action, which pulses counter to the heart's beating, increases blood flow to the heart muscle and other organs and decreases the heart's workload, creating a greater oxygen supply for the heart muscle while lowering its need for oxygen. About Vasomedical, Inc. Vasomedical, Inc. is primarily engaged in designing, manufacturing, marketing and supporting EECP external counterpulsation systems based on the Company's unique proprietary technology. EECP therapy is a noninvasive, outpatient therapy for the treatment of diseases of the cardiovascular system currently indicated for use in cases of stable or unstable angina, congestive heart failure, acute myocardial infarction and cardiogenic shock. 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 equipment, treatment guidance and a staff training and equipment maintenance program designed to provide optimal patient outcomes. Additional information is available on the Company's website at www.vasomedical.com. EECP is a registered trademark for Vasomedical's enhanced external counterpulsation systems. 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 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)
May 31, 2005 May 31, 2004 ASSETS CURRENT ASSETS Cash and cash equivalents $990 $6,365 Certificates of deposit 1,758 1,181 Accounts receivable, net of an allowance for doubtful accounts of $395 and $699 at May 31, 2005 and 2004, respectively 1,892 5,522 Inventories, net 3,360 2,374 Other current assets 224 272 -------------- ------------- Total current assets 8,224 15,714 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,627 and $2,379 at May 31, 2005 and 2004, respectively 2,234 2,431 DEFERRED INCOME TAXES 14,582 14,582 OTHER ASSETS 321 297 -------------- ------------- $25,361 $33,024 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $1,569 $2,972 Current maturities of long-term debt and notes payable 148 137 Sales tax payable 217 353 Deferred revenue 1,667 1,735 Accrued warranty and customer support expenses 111 162 Accrued professional fees 401 242 Accrued commissions 178 341 -------------- ------------- Total current liabilities 4,291 5,942 LONG-TERM DEBT 948 1,093 ACCRUED WARRANTY COSTS 8 83 DEFERRED REVENUE 884 1,112 OTHER LIABILITIES 67 200 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 May 31, 2005 and 2004, respectively, issued and outstanding 58 58 Additional paid-in capital 51,451 51,320 Accumulated deficit (32,346) (26,784) -------------- ------------- Total stockholders' equity 19,163 24,594 -------------- ------------- $25,361 $33,024 ============== =============
Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (in thousands, except per share amounts) (unaudited)
Twelve Months Ended Three Months Ended ------------------------------- ------------------------------ May 31, 2005 May 31, 2004 May 31, 2005 May 31, 2004 ------------- ------------- ------------- ------------- Revenues Equipment sales $11,517 $19,303 $2,888 $5,156 Equipment rentals and services 3,579 2,904 960 771 ------------- ------------- ------------- ------------- $15,096 $22,207 $3,848 $5,927 Cost of sales and services Cost of sales, equipment 4,224 6,309 1,188 1,692 Cost of equipment rentals and services 1,281 1,281 316 332 ------------- ------------- ------------- ------------- 5,505 7,590 1,504 2,024 ------------- ------------- ------------- ------------- Gross Profit 9,591 14,617 2,344 3,903 Expenses Selling, general and administrative 12,007 12,911 2,918 3,693 Research and development 3,064 3,748 543 751 Provision for doubtful accounts 11 1,297 (124) 150 Interest expense and financing costs 105 132 20 31 Interest and other income, net (74) (99) (22) 16 ------------- ------------- ------------- ------------- 15,113 17,989 3,335 4,641 ------------- ------------- ------------- ------------- LOSS BEFORE INCOME TAXES (5,522) (3,372) (991) (738) Income tax expense, net (40) (51) (10) (21) ------------- ------------- ------------- ------------- NET LOSS ($5,562) ($3,423) ($1,001) ($759) ============= ============= ============= ============= Net loss per common share - basic ($0.10) ($0.06) ($0.02) ($0.01) ============= ============= ============= ============= - diluted ($0.10) ($0.06) ($0.02) ($0.01) ============= ============= ============= ============= Weighted average common shares outstanding - basic 58,548 57,982 58,553 58,384 ============= ============= ============= ============= - diluted 58,548 57,982 58,553 58,384 ============= ============= ============= ============= REVENUES BY GEOGRAPHIC REGION United States business $13,673 $21,339 $3,102 $5,714 Non-domestic business 1,423 868 746 213 ------------- ------------- ------------- ------------- Total $15,096 $22,207 $3,848 $5,927 ============= ============= ============= =============
# # #
-----END PRIVACY-ENHANCED MESSAGE-----