-----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, PYnVr4fyVN3lS0qJRnGvR9o+CxtyL3lXmhVEFOYLZ1lyaepYb7aRLxB2Y2qZGwlK 4Ulr5k/VH4wc0o6yPfdSDQ== 0001201800-06-000173.txt : 20060830 0001201800-06-000173.hdr.sgml : 20060830 20060830100021 ACCESSION NUMBER: 0001201800-06-000173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060828 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060830 DATE AS OF CHANGE: 20060830 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: 061064181 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 vaso8krelearn8-06.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: August 28, 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 August 28, 2006, Vasomedical, Inc. issued an earnings press release announcing its financial results for the fourth quarter ended May 31, 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 August 28, 2006, announcing the Registrant's financial results for the fourth quarter ended May 31, 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: August 30, 2006 EX-99 2 vaso8k8-06ex99.txt 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 FOURTH QUARTER FISCAL 2006 FINANCIAL RESULTS WESTBURY, N.Y. (August 28, 2006) - Vasomedical, Inc. (OTCBB: VASO.OB), a leader in the noninvasive treatment and management of cardiovascular diseases, today announced financial results for the three and twelve months ended May 31, 2006. Total revenues were $1.9 million in the fourth quarter of fiscal 2006, compared with total revenues of $3.8 million in the fourth quarter of fiscal 2005. Revenues from equipment sales declined approximately 72% to $822,000 in the fourth quarter of fiscal 2006 compared to $2,888,000 for the same period in the previous year. Equipment rentals and services were $1,063,000 in the three months ended May 31, 2006, up approximately 11% from $960,000 for the same period in the previous year. The Company recorded a net loss attributable to common shareholders of $504,000 or $0.01 per common share during the three months ended May 31, 2006, compared to a loss of $1,001,000 or $0.01 per common share in the same period in fiscal 2005. Thomas Glover, president and chief executive officer of Vasomedical, commented, "EECP(R) therapy has been proven to be an effective, safe, noninvasive, low cost therapy for ischemic heart disease, however the therapy continues to face significant challenges obtaining broader adoption in the cardiology community due in large part to reimbursement policies that limit the patient population and restrict availability of the therapy. We are committed to working diligently with leading physicians in the cardiology community to obtain a broader understanding of the therapy's many benefits and with CMS to expand reimbursement coverage for patients not already covered under the existing guidelines." Mr. Glover continued, "In order to preserve cash we have found it necessary to reduce expenditures in all areas including clinical research, product development, as well as sales and marketing, and we are continuing to restructure our costs to be better aligned with potential near-term sales. These cuts, while necessary, have delayed our ability to advance the adoption of EECP therapy in the medical market place." For the fiscal year 2006, total revenues were $10.9 million, compared with $15.1 million for the fiscal year 2005. The net loss attributable to common shareholders for the fiscal year ended May 31, 2006, was $11.6 million, or $0.19 per share, which included a non-recurring income tax expense for $7.1 million or $0.12 per share compared with a net loss of $5.6 million, or $0.10 per share, for the fiscal year ended May 31, 2005. As of May 31, 2006, the Company had cash, cash equivalents and certificates of deposit balances of $2.9 million compared with $2.7 million as of May 31, 2005 and working capital as of May 31, 2006 of $2.9 million as compared with $3.9 million as of May 31, 2005. Conference Call The company will not be holding a conference call at this time to discuss these financial results. 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, including the ability of the Company to continue as a going concern. 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)
ASSETS May 31, 2006 May 31, 2005 CURRENT ASSETS Cash and cash equivalents $2,386 $990 Certificates of deposit -- 1,758 Accounts receivable, net of an allowance for doubtful accounts of $411 and $395 at May 31, 2006 and 2005, respectively 843 1,892 Inventories, net 2,700 3,360 Other current assets 108 224 --------------- --------------- Total current assets 6,037 8,224 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,613 and $2,627 at May 31, 2006 and 2005, respectively 1,569 2,234 DEFERRED INCOME TAXES -- 14,582 OTHER ASSETS 306 321 --------------- --------------- $7,912 $25,361 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $938 $1,569 Current maturities of long-term debt and notes payable 97 148 Sales tax payable 173 217 Deferred revenue 1,601 1,667 Accrued director fees and executive compensation 175 -- Accrued warranty and customer support expenses 30 111 Accrued professional fees 62 401 Accrued commissions 93 178 --------------- --------------- Total current liabilities 3,169 4,291 LONG-TERM DEBT 853 948 ACCRUED WARRANTY COSTS 2 8 DEFERRED REVENUE 722 884 OTHER LIABILITIES -- 67 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 1,000 shares authorized; issued and outstanding at May 31, 2006 and 2005 -- -- Common stock, $.001 par value; 110,000 shares authorized; and 65,192 and 58,553 shares at May 31, 2006 and 2005, respectively, issued and outstanding 65 58 Additional paid-in capital 46,149 51,451 Accumulated deficit (43,048) (32,346) --------------- --------------- Total stockholders' equity 3,166 19,163 --------------- --------------- $7,912 $25,361 =============== ===============
Vasomedical, Inc. and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Twelve Months Ended May 31, Three Months Ended, May 31, --------------------------- --------------------------- 2006 2005 2006 2005 ----------- ------------ ----------- ----------- Revenues Equipment sales $6,821 $11,517 $822 $2,888 Equipment rentals and services 4,122 3,579 1,063 960 ----------- ------------ ----------- ----------- Total revenues 10,943 15,096 1,885 3,848 Cost of Sales and Services Cost of sales, equipment 3,374 4,224 619 1,188 Cost of equipment rentals and services 1,400 1,281 407 316 ----------- ------------ ----------- ----------- Total cost of sales and services 4,774 5,505 1,026 1,504 ----------- ------------ ----------- ----------- Gross profit 6,169 9,591 859 2,344 Operating Expenses Selling, general and administrative 7,866 12,007 1,095 2,918 Research and development 1,806 3,064 277 543 Provision for doubtful accounts 110 11 21 (124) ----------- ------------ ----------- ----------- Total operating expenses 9,782 15,082 1,393 3,337 ----------- ------------ ----------- ----------- LOSS FROM OPERATIONS (3,613) (5,491) (534) (993) Other Income (Expense) Interest and financing costs (82) (105) (17) (20) Interest and other income, net 76 74 16 22 ----------- ------------ ----------- ----------- Total other income (expense) (6) (31) (1) 2 ----------- ------------ ----------- ----------- LOSS BEFORE INCOME TAXES (3,619) (5,522) (535) (991) Income tax expense, net (7,082) (40) 31 (10) ----------- ------------ ----------- ----------- NET LOSS (10,701) (5,562) (504) (1,001) Preferred stock dividend (878) -- -- -- ----------- ------------ ----------- ----------- NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(11,579) $(5,562) $(504) $(1,001) =========== ============ =========== =========== Net loss per common share - basic $(0.19) $(0.10) $(0.01) $(0.01) =========== ============ =========== =========== - diluted $(0.19) $(0.10) $(0.01) $(0.01) =========== ============ =========== =========== Weighted average common shares outstanding - basic 61,351 58,548 65,173 58,553 =========== ============ =========== =========== - diluted 61,351 58,548 65,173 58,553 =========== ============ =========== =========== REVENUES BY GEOGRAPHIC REGION United States business $10,080 $13,673 $1,764 $3,102 Non-domestic business 863 1,423 121 746 ----------- ----------- ----------- ----------- $10,943 $15,096 $1,885 $3,848 =========== =========== =========== ===========
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