-----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, UMjy4xn3VbdiFYyFfBBFbZVE7leeBdG9z8pgXvcm9rFL7Rwr2SqIuJfugB7R4umF wcMclhup9iNTeuRd5pVOIA== 0001104659-06-049198.txt : 20060727 0001104659-06-049198.hdr.sgml : 20060727 20060727091601 ACCESSION NUMBER: 0001104659-06-049198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 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: 06983101 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 a06-16913_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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, 2006

PLC Systems Inc.

(Exact Name of Registrant as Specified in Charter)

Yukon Territory, Canada

 

1-11388

 

04-3153858

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

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, 2006, PLC Systems Inc. announced its financial results for the quarter ended June 30, 2006.  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

(d)  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, 2006

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, 2006

 

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, 2006

 

4



EX-99.1 2 a06-16913_1ex99d1.htm EX-99

Exhibit 99.1

Contact: John Jordan
Director of Investor Relations
508-541-8800, ext. 145

PLC SYSTEMS REPORTS SECOND QUARTER RESULTS
- - Company Expects To Announce New Product Initiative Before End Of Third Quarter -
-

Franklin, MA, July 27, 2006 — PLC Systems Inc. (AMEX: PLC), a company focused on innovative cardiac and vascular medical device based technologies, today reported financial results for the three and six months ended June 30, 2006.

Second quarter total revenues were $1,943,000 compared with $1,982,000 in the second quarter of 2005.  Net income for the second quarter of 2006 was $72,000, or $.00 per diluted share, compared to a net loss of $290,000, or $.01 per diluted share, in the second quarter of 2005.

Total revenues for the six months ended June 30, 2006 were $3,832,000 compared to total revenues of $3,925,000 for the six months ended June 30, 2005.  Net income for the six months ended June 30, 2006 was $1,363,000, or $.04 per diluted share, compared to a net loss of $474,000, or $.02 per diluted share, for the six months ended June 30, 2005.

“We are very pleased that our TMR operations continue to provide steady performance,” said Mark R. Tauscher, president and chief executive officer of PLC Systems.  “During the second quarter we had several events that we believe can create greater worldwide interest in TMR.  We were very pleased to announce that our CO2 TMR Heart Laser technology received marketing approval in Japan.  We believe this approval reinforces the strength of the scientific data and clinical evidence that supports the use of CO2 TMR.”

Tauscher continued, “Also during the quarter, we announced that surgeons are investigating new innovative research that combines stem cells and CO2 TMR.  Specifically, Dr. Hans-Michael Klein from Germany presented Stem Cell Therapy in Cardiac Surgery at the Asian Society for Cardiovascular Surgery annual meeting.  Dr. Klein’s presentation concluded that stem cells combined with CO2 TMR provide an increased improvement in cardiac function in heart failure patients when compared to stem cells alone or stem cells with bypass surgery.  We were very pleased to see Dr. Klein discussing his cutting edge research and experiences with the members of the Asian cardiac community.  As the research and development continues to evolve we hope that CO2 TMR demonstrates that it should be the preferred therapy to complement the use of stem cells or biologics within the heart.  “

Tauscher concluded, “Throughout the past two years we have communicated a strategic plan that calls for us to focus on innovative cardiac and vascular medical device based technologies.  Our strategy is intended to expand our product portfolio, increase our core competencies and grow our revenues.  We are excited and look forward to announcing our new product initiative before the end of September.”

During the second quarter of 2006, PLC shipped seven CO2 Heart Lasers (HL2) to United States hospitals through Edwards Lifesciences, PLC’s exclusive U.S. sales and marketing partner.  Five of the seven HL2 shipments were new lasers and two were redeployed lasers.  PLC ended the second quarter of 2006 with 191 CO2 Heart Lasers located at heart centers throughout the U.S., comprised of 150 HL2 customers and 41 HL1 customers.  In addition, PLC shipped one HL2 to an international customer during the second quarter.

Also during the second quarter of 2006, a total of 547 disposable kits were shipped worldwide by Edwards and the Company.  Edwards delivered 537 of these kits to United States hospitals and PLC shipped 10 disposable kits to international customers.  In comparison, a total of 571 disposable kits were delivered worldwide during the quarter ended June 30, 2005.




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 not earn royalties under the modified business agreement with Edwards, our new strategic growth initiative may not result in saleable products, 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 selling these 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 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, 2005, 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.




PLC SYSTEMS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenues:

 

 

 

 

 

 

 

 

 

Product sales — Edwards

 

$

1,426

 

$

1,438

 

$

2,602

 

$

2,846

 

Product sales — other

 

151

 

129

 

455

 

279

 

Service fees — Edwards

 

333

 

360

 

697

 

671

 

Service fees — other

 

33

 

55

 

78

 

129

 

Total revenues

 

1,943

 

1,982

 

3,832

 

3,925

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

Product sales — Edwards

 

464

 

531

 

827

 

1,016

 

Product sales — other

 

90

 

69

 

238

 

136

 

Service fees — Edwards

 

129

 

144

 

271

 

282

 

Service fees — other

 

39

 

46

 

77

 

84

 

Total cost of revenues

 

722

 

790

 

1,413

 

1,518

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

1,221

 

1,192

 

2,419

 

2,407

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

828

 

897

 

1,708

 

1,777

 

Research and development

 

458

 

649

 

991

 

1,220

 

Total operating expenses

 

1,286

 

1,546

 

2,699

 

2,997

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of manufacturing asset

 

 

 

1,432

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(65

)

(354

)

1,152

 

(590

)

 

 

 

 

 

 

 

 

 

 

Other income, net

 

137

 

64

 

211

 

116

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

72

 

$

(290

)

$

1,363

 

$

(474

)

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$

0.00

 

$

(0.01

)

$

0.05

 

$

(0.02

)

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share

 

$

0.00

 

$

(0.01

)

$

0.04

 

$

(0.02

)

 

 

 

 

 

 

 

 

 

 

Average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

30,092

 

30,071

 

30,086

 

30,070

 

Diluted

 

30,731

 

30,071

 

30,657

 

30,070

 

 

CONDENSED BALANCE SHEET

 

 

June 30,
2006

 

December 31,
 2005

 

Cash and short-term investments

 

$

10,396

 

$

9,460

 

Total current assets

 

13,426

 

12,008

 

Total assets

 

13,779

 

12,467

 

Total current liabilities

 

3,192

 

3,044

 

Shareholders’ equity

 

7,058

 

5,543

 

 

 



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