-----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, KPm5wmzl/1/OvgdRjiReAbRQsQtww303S0FvEL6rtmZESuUBRFMFOKnaecDhkK+k dZvsy5Ou7zX6PSDVxOEj2A== 0001157523-05-000524.txt : 20050125 0001157523-05-000524.hdr.sgml : 20050125 20050125060153 ACCESSION NUMBER: 0001157523-05-000524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLL MEDICAL CORPORATION CENTRAL INDEX KEY: 0000887568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042711626 STATE OF INCORPORATION: MA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20225 FILM NUMBER: 05545779 BUSINESS ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 BUSINESS PHONE: 9784219655 MAIL ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 8-K 1 a4806809.txt ZOLL MEDICAL CORP. 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 January 25, 2005 ---------------- Date of Report (Date of earliest event reported) ZOLL MEDICAL CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 0-20225 04-2711626 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 269 Mill Road, Chelmsford, MA 01824 ----------------------------------- (Address of principal executive offices) (Zip Code) (978) 421-9655 -------------- Registrant's telephone number, including area code: 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-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) This Current Report on Form 8-K may contain forward-looking statements within the meaning of the federal securities laws. Reliance should not be placed on forward-looking statements because they involve known and unknown risks and uncertainties which may cause the actual results, performance, and achievements of ZOLL Medical Corporation (the "Company") to differ materially from the anticipated future results, performance and achievements that are expressed or implied by such forward-looking statements. Additional information concerning these risks and uncertainties is contained in the Company's press release filed as Exhibit 99.1 and in the section entitled "Risk Factors" of the Company's Annual Report on Form 10-K/A, as amended, filed on December 23, 2004 and in the Company's other public filings. The Company disclaims any obligation to update any of the forward-looking statements contained herein to reflect future developments or events. Item 2.02 Results of Operations and Financial Condition. On January 25, 2005, ZOLL Medical Corporation ("ZOLL") issued a press release announcing its first quarter results ended January 2, 2005. A copy of the press release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Title ----------- ----- 99.1 ZOLL Press release dated January 25, 2005 entitled "ZOLL Medical Corporation Announces First Quarter Results." 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. ZOLL MEDICAL CORPORATION Date: January 25, 2005 By: /s/ Richard A. Packer ------------------------------------ Richard A. Packer President & Chief Executive Officer EX-99.1 2 a4806809ex991.txt PRESS RELEASE EXHIBIT 99.1 ZOLL Medical Corporation Announces First Quarter Results CHELMSFORD, Mass.--(BUSINESS WIRE)--Jan. 25, 2005--ZOLL Medical Corporation (NASDAQ:ZOLL), a manufacturer of resuscitation devices and software solutions, today announced first quarter revenues of $50,629,000, a slight decrease as compared to $50,842,000 in the first quarter of last year. The net loss for the quarter was $566,000, or 6 cents per share, as compared to net income of $2,681,000, or $0.29 per share, in the comparable prior year period. Sales to the North American market decreased by 7% to $36.6 million as compared to $39.4 million for the comparable prior year period. Sales to the U.S. Military decreased from $8.5 million to $3.3 million compared to the first quarter of last year. Excluding the sales to the U.S. Military, sales to the North American hospital market decreased 2% to $10.5 million as compared to $10.7 million in the first quarter of last year. Sales to the North American pre-hospital market increased 23% to $18.2 million, as compared to $14.8 million in the comparable prior year quarter. International revenues increased by 22% to $14.0 million as compared to $11.5 million in the same quarter last year. AED Plus(TM) product sales increased by 21% to $8.2 million as compared to $6.8 million in the first quarter of last year. Gross margins for the first quarter decreased slightly in comparison to the comparable prior year quarter reflecting a higher relative mix of International revenues, which typically carry lower overall gross margins. These results include the impact of the acquisition of Revivant Corporation, which occurred on October 12, 2004. Richard A. Packer, President and Chief Executive Officer of ZOLL, commented on the first quarter, "As we stated previously, our first quarter results were a major disappointment on both the top line and bottom line. The costs that we absorbed during the first quarter as a result of our acquisition of Revivant Corporation, while expected, were not outweighed by increased AutoPulse(TM) revenues which resulted in our first quarterly loss in several years. We also experienced softness during the quarter in our North American hospital business, where revenues can be lumpy. We believe this effect was aggravated as our hospital sales team began selling the AutoPulse to potential customers who had not been previously targeted." Commenting further on the first quarter, Mr. Packer observed, "There were some bright spots this quarter as well. International revenues were strong this quarter. We saw good performance in Europe reflecting several management changes we have made recently. In addition, as noted in this morning's separate press release, we are pleased to welcome Alex Moghadam to our management team. We are excited about the talent he will bring to our International group over the next several years." Mr. Packer added, "We also experienced improvement in our North American EMS equipment revenues relative to the first quarter of last year. Our growth in sales of our AED Plus was reasonable, in-line with our expectations of market growth." Mr. Packer continued, "During the second quarter, our primary focus will be to return ZOLL to profitability. We have adjusted our cost structure such that we expect expenses in the coming quarter to be lower than the previous quarter, for the first time in quite a while. Accelerating sales of the AutoPulse should also help significantly and we expect this to continue over the next several quarters. We expect to see a modest rebound in our North American hospital revenues and continued improvement in our North American EMS business." With respect to the remainder of fiscal 2005, Mr. Packer noted, "While we have already taken measures to reduce costs, we expect to see the full benefit of these actions in the third quarter of this year. We expect to return to profitability in the second quarter, with full year revenues of $220 - 225 million and EPS of $0.60 to $0.90 ramping significantly toward the back end of the year." Mr. Packer concluded, "The market for resuscitation products is a significant one. We expect to exploit opportunities through both the enhancement of our core product lines and continued focus on our newest offerings. I continue to be extremely enthusiastic about ZOLL's prospects for future growth and profitability over the next several years." About ZOLL Medical Corporation ZOLL Medical Corporation (NASDAQ: ZOLL) designs, manufactures, markets, and/or sells non-invasive resuscitation devices and software solutions. They include pacing and defibrillation devices (ZOLL's M Series(TM) and AED Plus(TM), and Lifecor, Inc.'s LifeVest(TM) Wearable Defibrillator), circulatory assist devices (Advanced Circulatory Systems, Inc.'s ResQPOD(TM) Circulatory Enhancer and Revivant Corporation's AutoPulse(TM)); and a fluid resuscitation product called the Power Infuser(R), manufactured by Infusion Dynamics, a division of ZOLL. These devices help healthcare professionals, emergency medical service providers, and first responders diagnose and treat victims of trauma, as well as sudden cardiac arrest. Additionally, through its subsidiary ZOLL Data Systems, ZOLL designs and markets software that automates the collection and management of both clinical and non-clinical data. With direct operations, international offices, and business partners in all of the world's major markets, ZOLL markets and sells its products in more than 140 countries. For more information, visit www.zoll.com or call +1 (978) 421-9655. Certain statements contained in this press release, including statements regarding the anticipated development of the Company's business, anticipated growth in the North American market, our anticipated spending levels, anticipated revenue growth in the International market, the AED market, and the AutoPulse market, our outlook for the remainder of the year and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those factors discussed in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K/A filed with the SEC on December 23, 2004, including the future performance of the direct sales operations, as well as uncertainties regarding the market acceptance and profitability of the ZOLL AED Plus, the length and severity of the current economic slowdown and its impact on capital spending budgets, the reduction in overall capital equipment expenditures in the hospital and pre-hospital markets, the impact of governmental budget restraints on the purchase of capital equipment, the continued war in the Middle East, the impact of the acquisition of Revivant and the market acceptance and profitability of the AutoPulse product, the impact of the war on terrorism, the potential disruption in the transportation industry on the Company's supply chain and product distribution channels, and the desire or ability of other parties to purchase the Company's products. Copyright (C) 2004 ZOLL Medical Corporation. All rights reserved. 269 Mill Road, Chelmsford, MA 01824-4105. AED Plus, M Series, and Power Infuser are trademarks of ZOLL Medical Corporation. The LifeVest System is a trademark of Lifecor, Inc. The ResQPOD is a trademark of Advanced Circulatory Systems, Inc. The AutoPulse Resuscitation System is a trademark of Revivant Corporation. ZOLL is a registered trademark of ZOLL Medical Corporation. All trademarks are property of their respective owners. (Financial Results to Follow) ZOLL MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) January 2, October 3, 2005 2004 ----------------------- ASSETS Current assets: Cash and cash equivalents $27,285 $40,685 Short-term investments 17,919 18,325 Accounts receivable, net 48,006 51,038 Inventory, net 37,545 31,702 Prepaid expenses and other current assets 7,597 7,273 ----------------------- Total current assets 138,352 149,023 Property and equipment, net 25,288 24,221 Other assets, net 50,573 33,948 ----------------------- $214,213 $207,192 ======================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $11,330 $12,321 Accrued expenses and other liabilities 22,089 21,917 ----------------------- Total current liabilities 33,419 34,238 Deferred income taxes 2,008 2,008 Total stockholders' equity 178,786 170,946 ----------------------- $214,213 $207,192 ======================= ZOLL MEDICAL CORPORATION CONDENSED CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) Three Months Ended January 2, January 4, 2005 2004 ----------------------------- Net sales $50,629 $50,842 Cost of goods sold 22,200 22,139 ----------------------------- Gross profit 28,429 28,703 Expenses: Selling and marketing 19,667 17,756 General and administrative 4,273 3,185 Research and development 5,828 4,340 ----------------------------- Total expenses 29,768 25,281 Income (loss) from operations (1,339) 3,422 Other income 344 579 ----------------------------- Income (loss) before taxes (995) 4,001 Taxes (benefit) (429) 1,320 ============================= Net income (loss) ( $566) $2,681 ============================= Earnings (loss) per share: Basic ($ 0.06) $0.29 ============================= Diluted ($ 0.06) $0.29 ============================= Weighted average common shares: Basic 9,522 9,103 Diluted 9,522 9,248 CONTACT: ZOLL Medical Corporation A. Ernest Whiton, 978-421-9655 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----