-----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, M/T2HNZz8tXDdG8/vulLhWv13am3FAVbMssPcgYEYefIrw1jS3sUU/eB5YbVuZzN 7ubwyxwFHCX4dO9W7lMAbQ== 0001169232-03-003592.txt : 20030513 0001169232-03-003592.hdr.sgml : 20030513 20030513094253 ACCESSION NUMBER: 0001169232-03-003592 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICAD INC CENTRAL INDEX KEY: 0000749660 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 020377419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09341 FILM NUMBER: 03694075 BUSINESS ADDRESS: STREET 1: 4 TOWNSEND WEST, SUITE 17 CITY: NASHUA STATE: NH ZIP: 03063 BUSINESS PHONE: 603-882-5200 MAIL ADDRESS: STREET 1: 4 TOWNSEND WEST, SUITE 17 CITY: NASHUA STATE: NH ZIP: 03063 FORMER COMPANY: FORMER CONFORMED NAME: HOWTEK INC DATE OF NAME CHANGE: 19920703 8-K 1 d55599_8k.txt CURRENT REPORT UNITED STATES 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 (Date of earliest event reported): May 13, 2003 iCAD, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1-9341 02-0377419 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 14 Townsend West, Suite 17, Nashua, New Hampshire 03063 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 882-5200 - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure The following information is furnished in satisfaction of Item 12 "Disclosure of Results of Operations and Financial Condition" of Form 8-K and is being presented under Item 9 "Regulation FD Disclosure" pursuant to the interim guidance of the Securities and Exchange Commission contained in its Release no. 33-8216 and 34-47583. On May 13, 2003 iCAD, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2003. A copy of the Company's press release is attached hereto as Exhibit 99.1. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. iCAD, INC. (Registrant) By: /s/Annette L. Heroux -------------------------------------- Annette L. Heroux Chief Financial Officer and Controller Date: May 13, 2003 3 EXHIBIT INDEX Exhibit No. Description of Document - ----------- ----------------------- 99.1 Press Release of iCAD, Inc. dated May 13, 2003 announcing financial results for the quarter ended March 31, 2003. EX-99.1 3 d55599_ex99-1.txt PRESS RELEASE EXHIBIT 99.1 News Release For Immediate Release ICAD REPORTS 2003 FIRST QUARTER RESULTS Company DISMISSED FROM MIT LAWSUIT NASHUA, New Hampshire (May 13, 2003) - iCAD, Inc. (Nasdaq: ICAD), which designs, develops and markets Computer Aided Detection (CAD) imaging technology and systems for the early detection of breast cancer, today reported its operating results for the first quarter of 2003. Sales of the Company's CAD and medical imaging products for the three months ended March 31, 2003, totaled $2,214,012, compared with sales of medical imaging products and total sales of $425,899 and $775,633, respectively, in the quarter ended March 31, 2002. This reflects an increase of 420% in medical sales and 185% in total sales from period to period. Sales of graphic arts and photographic products were $349,734 for the quarter ended March 31, 2002. There were no sales of the Company's graphic arts and photographic products during the first quarter of 2003 due to the exiting from these product lines in fiscal 2002. Gross margin improved to 59% of sales in the first quarter of 2003, compared with 23% of sales in the prior-year period. The increase in gross margin reflects sales of the Company's CAD product line, which carries a higher gross margin than the sales of products in the Company's previous product lines. As a result of the foregoing, the Company recorded net income of $76,558 for the three months ended March 31, 2003, compared with a net loss of ($521,122) in the first quarter of 2002. The Company also announced that iCAD has been dismissed from a complaint filed against the Company in the United States District Court for the Eastern District of Texas, entitled The Massachusetts Institute of Technology and Electronics for 1 Imaging, Inc. v. Abacus Software Inc. et al., Case No. 501CV344. The plaintiff initially claimed that the Company had infringed a United States patent alleged to cover color reproduction system technology through the sale of certain Company products to customers in the graphic arts/prepress and photographic markets. The Company has no liability in this matter, and anticipates no further legal expenses with respect to this litigation. The Company expects its financial performance during the second quarter of 2003 to be impacted by continuing legal expenses associated with the ongoing R2 Technology case. W. Scott Parr, iCAD's President & CEO, advised that the Company is preparing for the proposed acquisition of Instrumentarium Imaging Inc., the Company's exclusive U.S. distributor for its CAD products, by General Electric Medical Systems. "We have been advised by our distributor that, as a short-term result of the proposed GE/Instrumentarium merger, Instrumentarium orders from iCAD may be reduced during the quarter ending June 30, 2003," noted Parr. "In support of our distributor's sales activities during the second quarter and thereafter, iCAD has been developing a more comprehensive internal sales support structure, including inside and outside sales support staff. This investment will also prepare us for the launch of additional iCAD products as the year progresses and help protect us from any unanticipated distribution problems that might possibly result from the proposed GE/ Instrumentarium merger. Our distributor is cooperating fully with iCAD in the establishment of these expanded iCAD in-house capabilities." "As of result of these factors, which we consider temporary, we do not expect to achieve profitable operations in the second quarter of 2003. Meanwhile, we believe that iCAD's investment in the enhancement of its internal sales and support capabilities will provide benefits to iCAD for many years into the future," concluded Parr. iCAD will host an investor conference call at 11:00 a.m. EST today to review first quarter 2003 operating results. The dial-in number for the conference call is 800-915-4836 or for local/international callers 973-317-5319. Parties interested in participating in the conference call should dial in approximately five minutes prior to 11:00 AM EST. The call will also be broadcast live on the Internet at http://www.firstcallevents.com/service/ajwz369688532gf12.html. A replay of the call will be available through May 20, 2003, by dialing 800-428-6051 (international callers dial 973-709-2089). The replay Access Code is 292768. The call will also be archived for 90 days at http://www.firstcallevents.com/service/ajwz369688532gf12.html. About iCAD, Inc. Computer aided detection from iCAD, Inc. can detect 23% of breast cancers an average of 14 months earlier than traditional mammography screening. Computer aided detection 2 provides the radiologist with a "second set of eyes" that enhance the probability of identifying suspicious areas that may have been missed by a standard mammogram. CAD became eligible for reimbursement in 2002, providing a financial impetus for women's health centers to adopt the technology. iCAD offers the fastest CAD system available, the only CAD system to look for asymmetries, and the most sensitive system available to detect breast masses and cancers overall. The iCAD system is the only CAD system designed on a relational database platform, which can improve productivity and reduce operating and capital costs at women's health centers by offering computer assisted detection as an integrated or integration-ready part of current or anticipated informatics systems, digital imaging resources, and workflows. In January 2002, the Company received approval from the U.S. Food and Drug Administration (FDA) to market its computer aided detection systems in the United States. iCAD, the only vertically integrated company in its market, also manufactures medical film digitizers for a variety of medical imaging and other applications. The Company is headquartered in Nashua, New Hampshire and its common stock is listed on The Nasdaq Stock Market under the symbol "ICAD". Certain statements contained in this News Release constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from such forward-looking statements. Such risks include, but are not limited to, uncertainties associated with litigation and/or government regulation, changes in Medicare reimbursement policies, competitive factors, and other risks that are detailed in the Company's periodic filings with the Securities and Exchange Commission. The words "believe", "demonstrate", "intend", "expect", "estimate", "anticipate", "likely" and similar expressions identify forward-looking statements. Readers are cautioned to avoid placing undue reliance on such forward-looking statements, which speak only as of the date the statements were made. For further information, please contact: RJ Falkner & Company, Inc., Investor Relations Counsel (800) 377-9893 or via email at info@rjfalkner.com 3 ICAD, INC. Statements of Operations
Three Months Three Months March 31, 2003 March 31, 2002 -------------- -------------- (unaudited) (unaudited) Sales $ 2,214,012 $ 775,633 Cost of sales 909,585 595,412 ----------- ----------- Gross margin 1,304,427 180,221 ----------- ----------- Operating expenses: Engineering and product development 584,253 189,756 General and administrative 396,232 225,355 Marketing and sales 239,712 267,080 ----------- ----------- Total operating expenses 1,220,197 682,191 ----------- ----------- Income (loss) from operations 84,230 (501,970) Interest expense - net 7,672 19,152 ----------- ----------- Net income (loss) 76,558 (521,122) Preferred dividend 36,505 36,505 ----------- ----------- Net income (loss) available to common stockholders $ 40,053 $ (557,627) =========== =========== Net income (loss) per share Basic and diluted $ 0.00 $ (0.04) Weighted average number of shares used in computing earnings per share Basic and diluted 26,350,248 15,251,426
4 ICAD, INC. Balance Sheets
March 31, 2003 December 31, 2002 -------------- ----------------- (unaudited) (audited) Assets Current assets: Cash and equivalents $ 712,069 $ 1,091,029 Trade accounts receivable, net of allowance for doubtful accounts of $62,000 in 2003 and $40,000 in 2002 1,622,239 1,550,167 Inventory 287,726 390,349 Prepaid and other 90,112 85,120 ------------- ------------- Total current assets 2,712,146 3,116,665 ------------- ------------- Property and equipment: Equipment 885,931 840,410 Leasehold improvements 19,175 8,051 Furniture and fixtures 35,569 22,271 ------------- ------------- Less accumulated depreciation and amortization 940,675 870,732 Net property and equipment 606,898 579,545 ------------- ------------- 333,777 291,187 ------------- ------------- Other assets: Technology intangible 3,676,036 3,740,553 Distribution agreement 1,487,128 1,513,228 Goodwill 17,415,723 17,415,723 ------------- ------------- Total other assets 22,578,887 22,669,504 ------------- ------------- Total assets $ 25,624,810 $ 26,077,356 ============= ============= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 2,137,795 $ 2,232,262 Accrued interest 231,220 229,078 Accrued expenses 1,392,506 1,776,824 Convertible subordinated debentures 10,000 10,000 Current maurities of notes payable 66,680 65,526 ------------- ------------- Total current liabilities 3,838,201 4,313,690 Loans payable to related party 200,000 200,000 Notes payable, less current maturities 91,281 108,390 ------------- ------------- Total liabilities 4,129,482 4,622,080 ------------- ------------- Stockholders' equity: Convertible preferred stock, $.01 par value: authorized 1,000,000 shares; issued and outstanding 8,550 in 2003 and 2002, with the aggregated liquidation value of $2,115,000 in 2002 and 2003, plus 7% annual dividend 86 86 Common stock, $ .01 par value: authorized 50,000,000 shares; issued 26,418,124 in 2003 and 2002; outstanding 26,350,248 shares in 2003 and 2002 264,181 264,181 Additional paid-in capital 85,792,977 85,829,483 Accumulated deficit (63,611,652) (63,688,210) Treasury stock, at cost (67,876 shares) (950,264) (950,264) ------------- ------------- Total stockholders' equity 21,495,328 21,455,276 ------------- ------------- Total liabilities and stockholders' equity $ 25,624,810 $ 26,077,356 ============= =============
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