-----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, GzKfa3yCBeYV8ZkfMEbrtKfIFuBxpJ+rMJnARgSuwTf5sfuUnlNnsHKdrDVq6lQk SnKyXomLJAyIPM1xpo4avw== 0001201800-06-000017.txt : 20060119 0001201800-06-000017.hdr.sgml : 20060119 20060119102113 ACCESSION NUMBER: 0001201800-06-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060117 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 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: 06537034 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 vaso8kearn1-06.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: January 17, 2006 (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 (17 CFR 240.14d-2(b) [ ] 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 January 17, 2006, Vasomedical, Inc. issued an earnings press release announcing its financial results for the second quarter ended November 30, 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 January 17, 2006, announcing the Registrant's financial results for the second quarter ended November 30, 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: January 19, 2006 EX-99 2 vaso8kjan06-ex99.txt PRESS RELEASE Exhibit 99 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 Second Quarter Fiscal 2006 Financial Results Conference call to be held January 18 at 9:00 a.m. ET WESTBURY, N.Y. (January 17, 2006) -- Vasomedical, Inc. (Nasdaq SC: VASO), a leader in the noninvasive treatment and management of cardiovascular diseases, today announced financial results for the three and six months ended November 30, 2005. Total revenues were $2.7 million in the second quarter of fiscal 2006, compared with total revenues of $3.5 million in the second quarter of fiscal 2005. Equipment rentals and services were $946,000 in the three months ended November 30, 2005, up slightly from $939,000 in the same period last year. Average selling prices improved approximately 10% during the quarter, however equipment shipments declined significantly. The Company recorded a loss from operations of $1.5 million during the three months ended November 30, 2005, a slight improvement from the operating loss of $1.6 million in the same period in fiscal 2005. Net loss attributable to common shareholders in the second quarter was $8.7 million, or $0.15 per share, compared with a net loss of $1.6 million, or $0.03 per share in the year-ago quarter. During the fiscal 2006-second quarter, Vasomedical recorded a provision for income taxes of $7.1 million to increase the valuation allowance for the deferred tax asset. Tom Glover, president and chief executive officer of Vasomedical, commented, "These have been difficult times for Vasomedical, management has allocated a significant amount of time and resources leading up to and immediately following the Center for Medicare and Medicaid Services draft decision for extended reimbursement coverage related to congestive heart failure. We have been working diligently to try to obtain a more positive decision. In the meantime, we are restructuring our costs to be better aligned with potential near-term sales, and continuing to explore traditional and new opportunities for EECP(R) therapy as well as additional geographic areas. The restructuring will reduce manufacturing and operating cost by approximately $3 million per year compared with current levels." For the first six months of fiscal 2006, total revenues were $6.2 million, compared with $8.3 million for the first six months of fiscal 2005. The net loss attributable to common shareholders for the six months ended November 30, 2005, was $10.4 million, or $0.18 per share, compared with a net loss of $2.5 million, or $0.04 per share, for the six months ended November 30, 2004. Cash, cash equivalents and certificates of deposit at November 30, 2005, were $2.9 million, compared with $2.7 million at May 31, 2005. Conference Call The Company will host a conference call to discuss these financial results January 18 beginning at 9:00 a.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 January 21, 2006 by dialing (800) 642-1687 from the U.S. or (706) 645-9291 for international callers and entering passcode 4226633. 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 -- External Counterpulsation 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. Except for historical information contained in this report, 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 including the continued inability to obtain Medicare reimbursement for congestive heart failure patients; unexpected manufacturing or supplier problems; the ability to attract and retain qualified executives and employees; 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)
November 30, May 31, 2005 2005 ---------------- -------------- ASSETS (unaudited) (audited) CURRENT ASSETS Cash and cash equivalents $2,655 $990 Certificates of deposit 294 1,758 Accounts receivable, net of an allowance for doubtful accounts of $459 at November 30, 2005, and $395 at May 31, 2005 2,068 1,892 Inventories, net 2,949 3,360 Other current assets 371 224 ---------------- -------------- Total current assets 8,337 8,224 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,548 at November 30, 2005, and $2,627 at May 31, 2005 1,893 2,234 DEFERRED INCOME TAXES -- 14,582 OTHER ASSETS 316 321 ---------------- -------------- $10,546 $25,361 ================ ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $1,703 $1,569 Current maturities of long-term debt and notes payable 258 148 Sales tax payable 218 217 Deferred revenue 1,719 1,667 Accrued warranty and customer support expenses 62 111 Accrued professional fees 330 401 Accrued commissions 190 178 ---------------- -------------- Total current liabilities 4,480 4,291 LONG-TERM DEBT 889 948 ACCRUED WARRANTY COSTS 3 8 DEFERRED REVENUE 842 884 OTHER LIABILITIES -- 67 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 1,000 shares authorized; 21 and 0 at November 30, 2005, and May 31, 2005, respectively, issued and -- -- outstanding; aggregate liquidation preference of $2,067 and $0 at November 30, 2005 and May 31, 2005, respectively. Common stock, $.001 par value; 110,000 shares authorized; 59,965 and 58,553 shares at November 30, 2005, and May 31, 2005, respectively, issued and outstanding 60 58 Additional paid-in capital 46,144 51,451 Accumulated deficit (41,872) (32,346) ---------------- -------------- Total stockholders' equity 4,332 19,163 ---------------- -------------- $10,546 $25,361 ================ ==============
Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Six Months Ended Three Months Ended November 30, November 30, --------------------------- --------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ----------- Revenues Equipment sales 4,192 $6,497 $1,734 $2,523 Equipment rentals and services 2,025 1,786 946 939 ----------- ----------- ----------- ----------- Total revenues 6,217 8,283 2,680 3,462 Cost of Sales and Services Cost of sales, equipment 1,857 2,203 825 877 Cost of equipment rentals and services 664 633 273 297 ----------- ----------- ----------- ----------- Total cost of sales and services 2,521 2,836 1,098 1,174 ----------- ----------- ----------- ----------- Gross profit 3,696 5,447 1,582 2,288 Operating Expenses Selling, general and administrative 4,918 6,141 2,508 3,088 Research and development 1,116 1,657 604 786 Provision for doubtful accounts 71 133 -- -- ----------- ----------- ----------- ----------- Total operating expenses 6,105 7,931 3,112 3,874 ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (2,409) (2,484) (1,530) (1,586) Other Income (Expense) Interest and financing costs (45) (59) (21) (29) Interest and other income, net 41 31 21 17 ----------- ----------- ----------- ----------- Total other income (expense) (4) (28) -- (12) ----------- ----------- ----------- ----------- LOSS BEFORE INCOME TAXES (2,413) (2,512) (1,530) (1,598) Income tax expense, net (7,112) (22) (7,103) (12) ----------- ----------- ----------- ----------- NET LOSS (9,525) (2,534) (8,633) (1,610) Preferred stock dividend (855) -- (49) -- ----------- ----------- ----------- ----------- NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(10,380) $(2,534) $(8,682) $(1,610) =========== =========== =========== =========== Net loss per common share - basic $(0.18) $(0.04) $(0.15) $(0.03) =========== =========== =========== =========== - diluted $(0.18) $(0.04) $(0.15) $(0.03) =========== =========== =========== =========== Weighted average common shares outstanding - basic 59,031 58,542 59,421 58,553 =========== =========== =========== =========== - diluted 59,031 58,542 59,421 58,553 =========== =========== =========== =========== REVENUES BY GEOGRAPHIC REGION United States business $5,822 $7,780 $2,620 $3,306 Non-domestic business 395 503 90 156 ----------- ----------- ----------- ----------- $6,217 $8,283 $2,680 $3,462 =========== =========== =========== ===========
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