-----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, DZ4qsIxH4zqsKvpYpKdD/nC2gWSui5k18wn9BvpNjZbhps5nIfHQSLi4MpV0B2I+ Bvd6Pfw+4WtqqL2r5HoVLA== 0001104659-05-034281.txt : 20050727 0001104659-05-034281.hdr.sgml : 20050727 20050727091207 ACCESSION NUMBER: 0001104659-05-034281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLC SYSTEMS INC CENTRAL INDEX KEY: 0000879682 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043153858 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11388 FILM NUMBER: 05975636 BUSINESS ADDRESS: STREET 1: 10 FORGE PK CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 5085418800 MAIL ADDRESS: STREET 1: 10 FORGE PARK CITY: FRANKLIN STATE: MA ZIP: 02038 8-K 1 a05-13633_18k.htm 8-K

 

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):  July 27, 2005

 

PLC Systems Inc.

(Exact Name of Registrant as Specified in Charter)

 

Yukon Territory, Canada

 

1-11388

 

04-3153858

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

10 Forge Park, Franklin, Massachusetts

 

02038

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (508) 541-8800

 

 

(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 (see General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02.  Results of Operations and Financial Condition

 

On July 27, 2005, PLC Systems Inc. announced its financial results for the quarter ended June 30, 2005.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Form 8-K (including Exhibit 99.1) 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 under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(c)                                  Exhibits

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

99.1                           Press release issued by the Registrant on July 27, 2005

 

2



 

SIGNATURE

 

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 hereunto duly authorized.

 

 

 

PLC SYSTEMS INC.

 

 

Date:  July 27, 2005

By:

/s/ James G. Thomasch

 

 

 

  James G. Thomasch, Senior Vice President,
  Finance and Administration and Chief
  Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press release issued by the Registrant on July 27, 2005

 

4


EX-99.1 2 a05-13633_1ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release

Contact: John Jordan

Director of Investor Relations

508-541-8800, ext. 145

 

PLC SYSTEMS REPORTS SECOND QUARTER RESULTS

— Domestic TMR Kit Shipments To Hospitals Increase 29 Percent Sequentially —

 

Franklin, MA, July 27, 2005 – PLC Systems Inc. (AMEX: PLC), a leader in cardiac laser technologies, today reported financial results for the three and six months ended June 30, 2005.

 

Second quarter total revenues were $1,982,000 compared with $1,796,000 in the second quarter of 2004.  The net loss for the second quarter of 2005 was $290,000, or $.01 per share, compared to a net loss of $251,000, or $.01 per share, in the second quarter of 2004.

 

Total revenues for the six months ended June 30, 2005 were $3,925,000 compared to total revenues of $3,705,000 for the six months ended June 30, 2004.  The net loss for the six months ended June 30, 2005 was $474,000, or $.02 per share, compared to a net loss of $601,000, or $.02 per share, for the six months ended June 30, 2004.

 

During the second quarter of 2005, Edwards Lifesciences Corporation (NYSE: EW), PLC’s exclusive U.S. sales and marketing partner, delivered 566 disposable kits to United States hospitals representing an increase of 13 percent over the second quarter of 2004 and 29 percent over the first quarter of 2005.  In the second quarter of 2004, a total of 502 disposable kits were shipped to United States hospitals.  A total of 439 disposable kits were delivered domestically during the first quarter of 2005.

 

“We are very pleased with the increased TMR kit shipments,” said Mark R. Tauscher, president and chief executive officer of PLC Systems.  “The second quarter domestic shipments of 566 disposable kits are a record level for our angina relief therapy.”

 

During the second quarter of 2005, seven next-generation CO2 Heart Lasers (HL2) were delivered to United States hospitals through Edwards.  Four of the seven HL2 shipments were new lasers and three were redeployed lasers.  PLC ended the second quarter of 2005 with 179 CO2 Heart Lasers located at heart centers throughout the U.S., comprised of 134 HL2 customers and 45 HL1 customers.

 

During the quarter, PLC shipped Optiwave 980 lasers to Edwards, which generated $192,000 for PLC in the second quarter of 2005.  Currently, Edwards is conducting Optiwave 980 System marketing trials.  Clinical experience with the Optiwave 980 laser and handpieces will help shape future launch plans.  As a result of the marketing trials, PLC does not expect to ship additional Optiwave 980 lasers until Edwards commercially launches the system into the market.

 

Tauscher concluded, “Throughout the year we have focused our efforts on growing PLC beyond TMR.  As we enter the second half of 2005, PLC’s portfolio includes the CO2 TMR Heart Laser System, the Optiwave 980 System, and an additional internal research and development initiative that is underway.  These three programs are in diverse stages of their product life cycles: the CO2 TMR Heart Laser is commercially available and the adoption of TMR continues to improve; the Optiwave 980 is in marketing evaluations under the direction of Edwards Lifesciences; and PLC’s new product initiative is in the proof of concept phase.  Regarding the R&D project, we are currently undertaking development work necessary to bring the product to market, which if successful will further diversify our business.  Most importantly, this project fits within our stated mission of providing innovative technologies for the cardiac and vascular markets.”

 



 

In conjunction with announcing second quarter results, PLC Systems will be hosting a conference call today, July 27, at 11:00 a.m. Eastern Time.  The call may be joined via telephone by dialing (888) 396-2369 at least five minutes prior to the start of the call.  The passcode is: 87288014.  A live Webcast of the call will be available and accessible at the investor relations section of the Company’s website at www.plcmed.com.  A recording of the conference call will be available for the next month on PLC’s website.

 

This press release contains “forward-looking” statements. For this purpose, any statements contained in this press release that relate to prospective events or developments are deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our statements of our objectives are also forward looking statements. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and you should not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.  Actual results could differ materially from those indicated by such forward-looking statements as a result of a variety of important factors, including we may be unable to successfully develop or manufacture products under our agreements with Edwards; Edwards may decide not to pursue or continue the sales and marketing activities for these products; Edwards may be unsuccessful in distributing these products, our research and development initiative might not result in saleable products, operational changes, competitive developments may affect the market for our products, regulatory approval requirements may affect the market for our products, we may be unable to convince health care professionals and third party payers of the medical and economic benefits of the CO2 Heart Lasers and the Optiwave 980 System, and there can be no assurance that all payers will reimburse health care providers who perform TMR procedures or that reimbursement, if provided, will be adequate, and additional risk factors described in our Report on Form 10-K for the year ended December 31, 2004, and our other SEC reports.

 

PLC Systems, PLC Medical Systems, PLC and CO2 Heart Laser are trademarks of PLC Systems Inc.

 

Edwards Lifesciences, Edwards, and Optiwave 980 are trademarks of Edwards Lifesciences Corporation.

 

2



 

PLC SYSTEMS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Revenues:

 

 

 

 

 

 

 

 

 

Product sales – Edwards

 

$

1,438

 

$

1,224

 

$

2,846

 

$

2,586

 

Product sales – other

 

129

 

130

 

279

 

299

 

Service and placement fees – Edwards

 

360

 

308

 

671

 

661

 

Service and placement fees – other

 

55

 

134

 

129

 

159

 

Total revenues

 

1,982

 

1,796

 

3,925

 

3,705

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

Product sales – Edwards

 

531

 

494

 

1,016

 

1,028

 

Product sales – other

 

69

 

81

 

136

 

137

 

Service and placement fees – Edwards

 

144

 

140

 

282

 

287

 

Service and placement fees – other

 

46

 

32

 

84

 

61

 

Total cost of revenues

 

790

 

747

 

1,518

 

1,513

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

1,192

 

1,049

 

2,407

 

2,192

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

897

 

866

 

1,777

 

1,856

 

Research and development

 

649

 

516

 

1,220

 

1,045

 

Total operating expenses

 

1,546

 

1,382

 

2,997

 

2,901

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(354

)

(333

)

(590

)

(709

)

 

 

 

 

 

 

 

 

 

 

Other income, net

 

64

 

82

 

116

 

108

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(290

)

$

(251

)

$

(474

)

$

(601

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$

(0.01

)

$

(0.01

)

$

(0.02

)

$

(0.02

)

 

 

 

 

 

 

 

 

 

 

Average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

30,070

 

30,056

 

30,069

 

29,990

 

Diluted

 

30,070

 

30,056

 

30,069

 

29,990

 

 

CONDENSED BALANCE SHEET

 

 

 

 

 

 

 

June 30,
2005

 

December 31,
2004

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

 

 

 

 

$

9,545

 

$

9,678

 

Total current assets

 

 

 

 

 

12,870

 

12,787

 

Total assets

 

 

 

 

 

13,373

 

13,327

 

Total current liabilities

 

 

 

 

 

2,768

 

2,129

 

Shareholders’ equity

 

 

 

 

 

6,330

 

6,829

 

 

3


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