-----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, AqP4D2o9paTZuTjET8k5KRbBySpqGkoagMO0WEQmhljMowbSUyNPqMovKqh0T4q3 TNComlyfYsfgZ/0Z2ppzFw== 0001157523-05-003764.txt : 20050426 0001157523-05-003764.hdr.sgml : 20050426 20050426073032 ACCESSION NUMBER: 0001157523-05-003764 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050426 DATE AS OF CHANGE: 20050426 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: 05771509 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 a4872985.txt ZOLL MEDICAL CORPORATION 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 April 26, 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 of (Commission File No.) (IRS Employer incorporation) Identification No.) 269 Mill Road, Chelmsford, MA 01824 ----------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: -------------- (978) 421-9655 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, as amended, filed with the Securities and Exchange Commission ("SEC"). 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 April 26, 2005, ZOLL Medical Corporation ("ZOLL") issued a press release announcing its second quarter results ended April 3, 2005. A copy of the press release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated by reference. Pursuant to General Instructions B.6 of Form 8-K, this exhibit is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Title ----------- ----- 99.1 ZOLL Press release dated April 26, 2005 entitled "ZOLL Medical Corporation Announces Second 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: April 26, 2005 By: /s/ Richard A. Packer --------------------- Richard A. Packer President EX-99.1 2 a4872985ex991.txt EXHIBIT 99.1 Exhibit 99.1 ZOLL Medical Corporation Announces Second Quarter Results; Non U.S. Military Sales Grow 22% Year over Year CHELMSFORD, Mass.--(BUSINESS WIRE)--April 26, 2005--ZOLL Medical Corporation (NASDAQ: ZOLL), a manufacturer of resuscitation devices and software solutions, today announced second quarter revenues of $52,491,000, an increase of 3% as compared to revenues of $50,761,000 for the comparable prior year quarter. Net income for the quarter decreased to $159,000 or $0.02 per diluted share as compared to $1,558,000 or $0.17 per diluted share in the second quarter of the prior year. During the quarter, the Company shipped $2.9 million of product to the U.S. Military, an expected decline from the $10.1 million shipped in the same period last year. Excluding sales to the U.S. Military during both periods, the Company experienced sales growth of 22%. Sales to the North American market decreased by 1% to $39.8 million as compared to $40.3 million for the comparable prior year period. North American hospital revenues decreased to $17.0 million as compared to $21.1 million in the second quarter of last year. Included in the North American hospital revenue were sales to the U.S. Military. Excluding the U.S. Military, North American sales increased 22% from $30.2 million to $36.9 million, while North American hospital revenues increased 27% from $11.1 million to $14.1 million. Sales to the North American pre-hospital market increased 26% to $17.8 million, as compared to $14.1 million in the comparable prior year period. International revenues increased by 20% to $12.7 million as compared to $10.5 million in the second quarter of last year. AED product sales, including the new AED Pro(TM) product which began shipping at the end of the quarter, increased by 21% to $8.4 million compared to $7.0 million in the same period last year. The Company shipped approximately $1.6 million of AutoPulse(TM) product during the quarter. Richard A. Packer, President and Chief Executive Officer of ZOLL, commented, "This quarter was a small step forward for the Company. We experienced growth in multiple markets and we returned the Company to profitability during the quarter. While we saw good growth outside the military, we were not able to make up for the decline in military sales. Our inability to replace the expected drop-off in U.S. Military sales continues to hurt our comparisons to prior year quarters, the decrease in shipments to the U.S. Military was primarily due to the completion of the "Patient Movement Initiative" contract, which standardized all branches of the military's patient transport defibrillation equipment to ZOLL." Mr. Packer continued, "International had another good quarter. We saw particular strength in the UK, Australia, and Latin America. While we are pleased with our progress, there is still opportunity for improvement in this area. Worldwide AED sales for the second quarter were in line with what we believe the market is growing. We continue to work on adjusting our AED strategy to achieve growth, but at the same time focusing on increased bottom line contribution." Mr. Packer further noted, "New unit sales of our AutoPulse product increased significantly from approximately 40 units of new sales orders in Q1 to over 100 in Q2. Our pipeline of potential sales continued to grow strongly during the quarter. However, we continue to see that potential customers' ability to obtain funding for this piece of capital equipment causes a delay in our ability to ramp this product even faster. It is likely to take more time and resources to really get this new product on track." Mr. Packer concluded, "During the second quarter, we implemented tight spending controls and achieved our goal of returning to profitability. However, we have not been successful in growing our revenues sufficiently to fill the hole left by lower military sales. Also, we were unable to make progress with respect to building a reasonable backlog, which now stands at just under $2 million, even having achieved good revenue growth in many areas. Therefore, our near term outlook continues to be conservative. During the second half of 2005, we will continue our efforts to build acceptance of the AutoPulse, leverage the effort of our sales and marketing organizations, and gain traction from new defibrillation products, such as the AED Pro. But we also need to build a backlog to help remove the end of quarter effect from our factory and provide less risk to our results. As a result, with our primary financial focus on 2006, we now expect 2005 shipments to be flat with 2004, with EPS of only 25 to 30 cents for the year. While we have not written 2005 off entirely, it is clear that the challenges we face are greater than anticipated at the start of the year, and it will take us until the start of 2006 to get the pieces in place to once again significantly grow our top and bottom lines. We believe that in 2006 with the military comparisons behind us, acceleration of AutoPulse sales and renewed strength from our selling efforts, we will have a strong year in terms of both revenue growth and profitability." 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), AED Plus(TM), AED Pro(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, 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 Quarterly Report on Form 10Q filed with the SEC on February 11, 2005, including the future performance of the direct sales operations, as well as uncertainties regarding the market acceptance and profitability of the ZOLL AED Plus, Power Infuser and AutoPulse, 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 for which ZOLL has exercised its option, 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, AED Pro, 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) April 3, October 3, 2005 2004 ------------ ----------- ASSETS Current assets: Cash and cash equivalents $ 21,472 $ 40,685 Short-term investments 17,408 18,325 Accounts receivable, net 53,167 51,038 Inventory 40,692 31,702 Prepaid expenses and other current assets 7,556 7,273 ----------- ----------- Total current assets 140,295 149,023 Property and equipment, net 24,423 24,221 Other assets, net 50,406 33,948 ----------- ----------- $ 215,124 $ 207,192 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,301 $ 12,321 Accrued expenses and other liabilities 25,302 21,917 ----------- ----------- Total current liabilities 34,603 34,238 Deferred income taxes 2,008 2,008 Total stockholders' equity 178,513 170,946 ----------- ----------- $ 215,124 $ 207,192 =========== =========== ZOLL MEDICAL CORPORATION CONDENSED CONSOLIDATED INCOME STATEMENTS (In thousands, except per share data) Three Months Ended Six Months Ended April 3, April 4, April 3, April 4, 2005 2004 2005 2004 ---------------------------------------------- Net sales $ 52,491 $ 50,761 $ 103,120 $ 101,603 Cost of goods sold 22,820 22,258 45,020 44,397 ---------- ---------- ---------- ---------- Gross profit 29,671 28,503 58,100 57,206 Expenses: Selling and marketing 18,980 18,236 38,647 35,992 General and administrative 4,624 3,552 8,897 6,737 Research and development 5,820 4,680 11,648 9,020 ---------- ---------- ---------- ---------- Total expenses 29,424 26,468 59,192 51,749 Income (loss) from operations 247 2,035 (1,092) 5,457 Other income (expense) (12) 291 332 870 ---------- ---------- ---------- ---------- Income (loss) before taxes 235 2,326 (760) 6,327 Taxes (benefit) 76 768 (353) 2,088 ---------- ---------- ---------- ---------- Net income (loss) $ 159 $ 1,558 $ (407) $ 4,239 ========== ========== ========== ========== Earnings per share: Basic $ 0.02 $ 0.17 $ (0.04) $ 0.46 ========== ========== ========== ========== Diluted $ 0.02 $ 0.17 $ (0.04) $ 0.46 ========== ========== ========== ========== Weighted average common shares: Basic 9,574 9,160 9,428 9,132 Diluted 9,651 9,339 9,428 9,278 CONTACT: ZOLL Medical Corporation A. Ernest Whiton, 978-421-9655 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----