-----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, KCDFnhSR+/87WF/VNwiR3pQ05Ck3/p1fMM/imb1cSyRADjTVIxLVbfaLJARXpDVC lqzLfVs+F/WacgZoPscLGw== 0001201800-06-000069.txt : 20060418 0001201800-06-000069.hdr.sgml : 20060418 20060418161053 ACCESSION NUMBER: 0001201800-06-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060413 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 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: 06764902 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 vaso8kearn-apr2006.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 13, 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) 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 April 13, 2006, Vasomedical, Inc. issued an earnings press release announcing its financial results for the third quarter ended February 28, 2006. 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 13, 2006, announcing the Registrant's financial results for the third quarter ended February 28, 2006. 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: April 18, 2006 EX-99 2 vaso8kearn-ex99.txt PRESS RELEASE Vasomedical, Inc. 180 Linden Avenue Westbury, New York 11590 Tel: (516) 997-4600 Fax: (516) 997-2299 NEWS RELEASE Contact: Investor Relations: Thomas Glover, President & CEO 516-997-4600 ext. 790 516-997-4600 investorrelations@vasomedical.com Thomas Fry, CFO 516-997-4600 VASOMEDICAL REPORTS THIRD QUARTER FISCAL 2006 FINANCIAL RESULTS Conference Call to be Held Today at 4:30 p.m. ET WESTBURY, N.Y. (April 13, 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 nine months ended February 28, 2006. Total revenues were $2.8 million in the third quarter of fiscal 2006, compared with total revenues of $3.0 million in the third quarter of fiscal 2005. Revenues from equipment sales declined approximately 15% to $1,808,000 in the third quarter of fiscal 2006 compared to $2,132,000 in same period last year. Equipment rentals and services were $1,034,000 in the three months ended February 28, 2006, up approximately 24% from $833,000 in the same period last year. The Company recorded a net loss attributable to common shareholders of $695,000 or $0.01 per common share during the three months ended February 28, 2006, compared to a loss of $2,027,000 or $0.03 per common share in the same period in fiscal 2005. Tom Glover, president and chief executive officer of Vasomedical, commented, "The short term market for our EECP(R) therapy systems has continued to be soft. We believe this reflects a combination of factors including the increasing use of invasive therapies as first line treatment and the recent decision by the Centers for Medicare and Medicaid Services to maintain the current reimbursement coverage for refractory angina without expanding it to include congestive heart failure. Despite the fact that EECP therapy has been proven to be an effective, safe, noninvasive therapy for ischemic heart disease, the therapy continues to face challenges obtaining broader adoption in the cardiology community. We are committed to working diligently with leading physicians in the cardiology community to obtain a broader understanding of the therapy's many benefits. 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 therapy as well as additional geographic areas." For the first nine months of fiscal 2006, total revenues were $9.1 million, compared with $11.2 million for the first nine months of fiscal 2005. The net loss attributable to common shareholders for the nine months ended February 28, 2006, was $11 million, or $0.18 per share, compared with a net loss of $4.6 million, or $0.08 per share, for the nine months ended February 28, 2005, which included a non-recurring income tax expense for $7.1 million or $0.12 per share. As of February 28, 2006, the Company had cash, cash equivalents and certificates of deposit balances of $1.7 million compared with $2.7 million as of May 31, 2005 and working capital as of February 28, 2006 of $3.4 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 today beginning at 4:30 p.m. Eastern Time. To participate in the live call by telephone, please dial (866) 337-0069 from the U.S., or for international callers, please dial (706) 634-0745. A telephone replay will be available until 11:59 p.m. Eastern Time on April 15, 2006 by dialing (800) 642-1687 from the U.S. or (706) 645-9291 for international callers and entering pass code 7764798. 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)
May 31, 2005 (derived from audited February 28, financial 2006 statements) ASSETS (Unaudited) CURRENT ASSETS Cash and cash equivalents $733 $990 Certificates of deposit 998 1,758 Accounts receivable, net of an allowance for doubtful accounts of $478 at February 28, 2006, and $395 at May 31, 2005 2,571 1,892 Inventories, net 2,852 3,360 Other current assets 282 224 --------------- --------------- Total current assets 7,436 8,224 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,549 at February 28, 2006, and $2,627 at May 31, 2005 1,665 2,234 DEFERRED INCOME TAXES -- 14,582 OTHER ASSETS 308 321 --------------- --------------- $9,409 $25,361 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $1,282 $1,569 Current maturities of long-term debt and notes payable 151 148 Sales tax payable 226 217 Deferred revenue 1,629 1,667 Accrued warranty and customer support expenses 43 111 Accrued professional fees 497 401 Accrued commissions 257 178 --------------- --------------- Total current liabilities 4,085 4,291 LONG-TERM DEBT 868 948 ACCRUED WARRANTY COSTS 2 8 DEFERRED REVENUE 817 884 OTHER LIABILITIES -- 67 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 1,000 shares authorized; issued and outstanding at February 28, 2006, and May 31, 2005 -- -- Common stock, $.001 par value; 110,000 shares authorized; and 65,090 and 58,553 shares at February 28, 2006, and May 31, 2005, respectively, issued and outstanding 65 58 Additional paid-in capital 46,115 51,451 Accumulated deficit (42,543) (32,346) --------------- --------------- Total stockholders's equity 3,637 19,163 --------------- --------------- $9,409 $25,361 =============== ===============
Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Nine Months Ended Three Months Ended, February 28, February 28, --------------------------- --------------------------- 2006 2005 2006 2005 ----------- ------------ ----------- ----------- Revenues Equipment sales $5,999 $8,629 $1,808 $2,132 Equipment rentals and services 3,059 2,618 1,034 833 ----------- ------------ ----------- ----------- Total revenues 9,058 11,247 2,842 2,965 Cost of Sales and Services Cost of sales, equipment 2,755 3,035 898 832 Cost of equipment rentals and services 994 965 330 333 ----------- ------------ ----------- ----------- Total cost of sales and services 3,749 4,000 1,228 1,165 ----------- ------------ ----------- ----------- Gross profit 5,309 7,247 1,614 1,800 Operating Expenses Selling, general and administrative 6,770 9,089 1,852 2,948 Research and development 1,528 2,521 413 864 Provision for doubtful accounts 90 135 19 2 ----------- ------------ ----------- ----------- Total operating expenses 8,388 11,745 2,284 3,814 ----------- ------------ ----------- ----------- LOSS FROM OPERATIONS (3,079) (4,498) (670) (2,014) Other Income (Expense) Interest and financing costs (64) (85) (19) (26) Interest and other income, net 59 52 18 21 ----------- ------------ ----------- ----------- Total other income (expense) (5) (33) (1) (5) ----------- ------------ ----------- ----------- LOSS BEFORE INCOME TAXES (3,084) (4,531) (671) (2,019) Income tax expense, net (7,113) (30) -- (8) ----------- ------------ ----------- ----------- NET LOSS (10,197) (4,561) (671) (2,027) Preferred stock dividend (878) -- (24) -- ----------- ------------ ----------- ----------- NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(11,075) $(4,561) $(695) $(2,027) =========== ============ =========== =========== Net loss per common share - basic $(0.18) $(0.08) $(0.01) $(0.03) =========== ============ =========== =========== - diluted $(0.18) $(0.08) $(0.01) $(0.03) =========== ============ =========== =========== Weighted average common shares outstanding - basic 60,064 58,546 62,162 58,553 =========== ============ =========== =========== - diluted 60,064 58,546 62,162 58,553 =========== ============ =========== =========== REVENUES BY GEOGRAPHIC REGION United States business $8,316 $10,571 $2,532 $2,792 Non-domestic business 742 676 310 173 ----------- ----------- ----------- ----------- $9,058 $11,247 $2,842 $2,965 =========== =========== =========== =========== # # #
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