-----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, KwtpzAEBD44V2Qw4fNwt3kfKNUi0ySSh1T+IsMfDw1ooqiJtz4IaI2cvTja+HiKr KxE0jj71VYY6cmXJPVJhdA== 0001201800-05-000255.txt : 20051017 0001201800-05-000255.hdr.sgml : 20051017 20051017164846 ACCESSION NUMBER: 0001201800-05-000255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051013 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 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: 051141253 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 valo8krelearn-oct05.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: October 13, 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 October 13, 2005, Vasomedical, Inc. issued an earnings press release announcing its financial results for the first quarter ended August 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 October 13, 2005, announcing the Registrant's financial results for the first quarter ended August 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: October 17, 2005 EX-99 2 vaso8koct05-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 FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS Conference Call to be Held Friday, October 14, 2005, at 10:00 AM, ET WESTBURY, N.Y. (October 13, 2005) -- Vasomedical, Inc. (Nasdaq SC: VASO), a leader in the noninvasive treatment and management of cardiovascular diseases, today announced financial results for the three months ended August 31, 2005. For the first quarter of fiscal 2006, Vasomedical recorded total revenues of $3.5 million, compared with total revenues of $4.8 for the first quarter of fiscal 2005. The Company reported a net loss of $0.9 million for the three months ended August 31, 2005, which was approximately equal to the net loss of $0.9 million in the year-ago quarter. For the quarter ended August 31, 2005, the Company recorded a $0.8 million preferred stock dividend reflecting beneficial conversion features related to the sale of convertible preferred stock on July 19, 2005. The total net loss attributable to common stockholders was $1.7 million for the quarter ended August 31, 2005, compared with a net loss attributable to common stockholders of $0.9 million for the quarter ended August 31, 2004. The net loss per common share was $0.03 per share for the first quarter of fiscal 2006, compared with $0.02 per share for the first quarter of fiscal 2005. Thomas Glover, president and chief executive officer of Vasomedical, commented, "Although total revenue reflects a decline from the previous year's first quarter, we are encouraged that revenue of $3.5 million was fairly consistent with the previous three quarters despite a smaller sales force following the reorganization in May and the normally slower activity in the summer months. We believe the market will remain soft over the near term as many customers are delaying their purchases pending the Centers for Medicare and Medicaid Services (CMS) reimbursement coverage decision. Operating expenses, which are 26% lower than last year's first quarter are in line with our restructuring plan. Our overall strategy continues to be to attain our revenue goals through focused efforts in sales and marketing while maintaining tight expense control. At the same time, we are progressing toward our objective of expanding reimbursement coverage for EECP(R) therapy to include congestive heart failure patients as well as additional angina patients. We continue to communicate with CMS regarding their review of our recent application and with the lead investigators of the PEECH clinical trial regarding publication of results of this pivotal clinical study in a major peer-reviewed journal, which is a prerequisite for final CMS decision." As of August 31, 2005, the Company had cash, cash equivalents and certificates of deposit balances of $3.5 million compared with $2.7 million as of May 31, 2005 and working capital as of August 31, 2005 of $5.3 million as compared with $3.9 million as of May 31, 2005. Conference Call The Company will host a conference call to discuss these financial results tomorrow beginning at 10:00 a.m. Eastern Time. To participate in the live call by telephone, please dial (800) 639-0297 from the U.S., or for international callers, please dial (706) 634-7417. A telephone replay will be available until 11:59 p.m. Eastern Time on October16, 2005 by dialing (800) 642-1687 from the U.S. or (706) 645-9291 for international callers and entering pass code 1358470. 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. To listen to the live call, please go to the web site 15 minutes prior to its start to register, download, and install the necessary audio software. 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 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)
August 31, May 31, 2005 2005 ASSETS (Unaudited) (audited) CURRENT ASSETS Cash and cash equivalents $2,466 $990 Certificates of deposit 995 1,758 Accounts receivable, net of an allowance for doubtful accounts of $459 at August 31, 2005, and $395 at May 31, 2005 2,479 1,892 Inventories, net 3,075 3,360 Other current assets 489 224 -------------- ------------- Total current assets 9,504 8,224 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,670 at August 31, 2005, and $2,627 at May 31, 2005 2,114 2,234 DEFERRED INCOME TAXES 14,582 14,582 OTHER ASSETS 315 321 -------------- ------------- $26,515 $25,361 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $1,481 $1,569 Current maturities of long-term debt and notes payable 364 148 Sales tax payable 223 217 Deferred revenue 1,518 1,667 Accrued warranty and customer support expenses 91 111 Accrued professional fees 349 401 Accrued commissions 182 178 -------------- ------------- Total current liabilities 4,208 4,291 LONG-TERM DEBT 909 948 ACCRUED WARRANTY COSTS 4 8 DEFERRED REVENUE 959 884 OTHER LIABILITIES 34 67 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 1,000 shares authorized; 25 and 0 at August 31, 2005, and May 31, 2005, respectively, issued and 0 -- outstanding; aggregate liquidation preference of $2,514 and $0 at August 31, 2005 and May 31, 2005, respectively. Common stock, $.001 par value; 110,000 shares authorized; 58,753 and 58,553 shares at August 31, 2005, and May 31, 2005, respectively, issued and outstanding 59 58 Additional paid-in capital 53,581 51,451 Accumulated deficit (33,239) (32,346) -------------- ------------- Total stockholders' equity 20,401 19,163 -------------- ------------- $26,515 $25,361 ============== =============
Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Three months ended August 31, ------------------------------ 2005 2004 ------------- ------------- Revenues Equipment sales $2,457 $3,975 Equipment rentals and services 1,079 846 ------------- ------------- Total revenues 3,536 4,821 Cost of Sales and Services Cost of sales, equipment 1,032 1,325 Cost of equipment rentals and services 391 336 ------------- ------------- Total cost of sales and services 1,423 1,661 ------------- ------------- Gross profit 2,113 3,160 Operating Expenses Selling, general and administrative 2,409 3,052 Research and development 512 872 Provision for doubtful accounts 71 133 ------------- ------------- Total operating expenses 2,992 4,057 ------------- ------------- LOSS FROM OPERATIONS (879) (897) Other Income (Expense) Interest and financing costs (23) (30) Interest and other income, net 19 13 ------------- ------------- Total other income (expense) (4) (17) ------------- ------------- LOSS BEFORE INCOME TAXES (883) (914) Income tax expense, net (10) (10) ------------- ------------- NET LOSS (893) (924) Preferred stock dividend (805) -- ------------- ------------- NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(1,698) $(924) ============= ============= Net loss per common share - basic $(0.03) $(0.02) ============= ============= - diluted $(0.03) $(0.02) ============= ============= Weighted average common shares outstanding - basic 58,646 58,532 ============= ============= - diluted 58,646 58,532 ============= ============= REVENUES BY GEOGRAPHIC REGION United States business $3,214 $4,486 Non-domestic business 322 335 ------------- ------------- $3,536 $4,821 ============= =============
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