UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 1-9341
ICAD, INC.
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(Exact name of registrant as specified in its charter)
Delaware 02-0377419
- ------------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4 Townsend West, Suite 17, Nashua, NH 03063
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(603) 882-5200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. YES |X| NO |_|.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) YES |X| NO |_|.
As of the close of business on May 10, 2004 there were 33,791,933 shares
outstanding of the issuer's Common Stock, $.01 par value.
ICAD, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets as of March 31, 2004
(unaudited) and December 31, 2003 3
Consolidated Statements of Operations for the
three month periods ended March 31, 2004
and 2003 (unaudited) 4
Consolidated Statements of Cash Flows for the three
month periods ended March 31, 2004 and 2003 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6-7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
Item 3 Quantitative and Qualitative Disclosures about Market Risk 12
Item 4 Controls and Procedures 12
PART II OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 12
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 14
2
ICAD, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
-------------- --------------
Assets (unaudited)
Current assets:
Cash and equivalents $ 3,940,120 $ 5,101,051
Trade accounts receivable, net of allowance for doubtful
accounts of $320,000 in 2004 and $105,000 in 2003 2,774,817 3,343,296
Inventory 1,180,922 2,123,642
Prepaid and other current assets 736,079 547,014
-------------- --------------
Total current assets 8,631,938 11,115,003
-------------- --------------
Property and equipment:
Equipment 1,914,199 1,825,147
Leasehold improvements 37,904 26,489
Furniture and fixtures 135,544 133,562
-------------- --------------
2,087,647 1,985,198
Less accumulated depreciation and amortization 768,699 717,635
-------------- --------------
Net property and equipment 1,318,948 1,267,563
-------------- --------------
Other assets:
Patents, net of accumulated amortization 366,949 379,178
Technology intangibles, net of accumulated amortization 5,426,151 5,580,172
Tradename, Distribution agreements and other,
net of accumulated amortization 1,025,467 1,115,000
Goodwill 43,261,952 43,205,220
-------------- --------------
Total other assets 50,080,519 50,279,570
-------------- --------------
Total assets $ 60,031,405 $ 62,662,136
============== ==============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,351,248 $ 3,979,488
Accrued interest 476,581 333,652
Accrued expenses 2,207,081 1,988,476
Deferred revenue 319,986 216,500
Convertible subordinated debentures 10,000 10,000
Current maturities of notes payable 1,535,126 1,233,390
-------------- --------------
Total current liabilities 6,900,022 7,761,506
Loans payable to related party 3,630,000 3,630,000
Notes payable, less current maturities 3,056,155 3,375,000
-------------- --------------
Total liabilities 13,586,177 14,766,506
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Convertible preferred stock, $ .01 par value: authorized
1,000,000 shares; issued and outstanding
7,435 in 2004 and 7,435 in 2003, with the aggregate
liquidation value of $1,257,500 in 2004 and 2003, plus
7% annual dividend 74 74
Common stock, $ .01 par value: authorized
50,000,000 shares; issued 33,844,809 in 2004
and 33,704,809 shares in 2003; outstanding
33,776,933 in 2004 and 33,636,933 shares in 2003 338,448 337,048
Additional paid-in capital 120,842,989 120,395,390
Accumulated deficit (73,786,019) (71,886,618)
Treasury stock at cost (67,876 shares) (950,264) (950,264)
-------------- --------------
Total Stockholders' equity 46,445,228 47,895,630
-------------- --------------
Total liabilities and stockholders' equity $ 60,031,405 $ 62,662,136
============== ==============
See accompanying notes to consolidated financial statements.
3
ICAD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS THREE MONTHS
March 31, 2004 March 31, 2003
-------------- --------------
(unaudited) (unaudited)
Sales $ 5,426,881 $ 2,214,012
Cost of sales 1,829,246 909,585
-------------- --------------
Gross margin 3,597,635 1,304,427
-------------- --------------
Operating expenses:
Engineering and product development 1,712,041 584,253
General and administrative 1,379,506 396,232
Marketing and sales 2,239,687 239,712
-------------- --------------
Total operating expenses 5,331,234 1,220,197
-------------- --------------
Income (loss) from operations (1,733,599) 84,230
Interest expense - net 165,802 7,672
-------------- --------------
Net income (loss) (1,899,401) 76,558
Preferred dividend 33,250 36,505
-------------- --------------
Net income (loss) available to common stockholders $ (1,932,651) $ 40,053
============== ==============
Net income (loss) per share
Basic and diluted $ (0.06) $ 0.00
Weighted average number of shares used in
computing earnings per share
Basic and diluted 33,708,252 26,350,248
See accompanying notes to financial statements
4
ICAD, INC.
Consolidated Statements of Cash Flows
THREE MONTHS THREE MONTHS
March 31, 2004 March 31, 2003
-------------- --------------
(unaudited) (unaudited)
Cash flows from operating activities:
Net income (loss) $ (1,899,401) $ 76,558
-------------- --------------
Adjustments to reconcile net income
(loss) to net cash used for operating activities:
Depreciation 66,497 27,354
Amortization 255,783 90,616
Loss on disposal of assets 21,110 --
Changes in operating assets and liabilities:
Accounts receivable 568,479 (72,072)
Inventory 942,720 102,623
Other current assets (226,319) (4,992)
Accounts payable (1,628,240) (94,468)
Accrued expenses 328,284 (418,681)
Deferred revenue 103,486 --
-------------- --------------
Total adjustments 431,800 (369,620)
-------------- --------------
Net cash used for operating activities (1,467,601) (293,062)
-------------- --------------
Cash flows from investing activities:
Additions to property and equipment (138,992) (69,943)
Additional acquisition costs of CADx (19,478) --
-------------- --------------
Net cash used for investing activities (158,470) (69,943)
-------------- --------------
Cash flows from financing activities:
Issuance of common stock for cash 482,249 --
Payment of note payable (17,109) (15,955)
-------------- --------------
Net cash provided by (used for) financing activities 465,140 (15,955)
-------------- --------------
Decrease in cash and equivalents (1,160,931) (378,960)
Cash and equivalents, beginning of period 5,101,051 1,091,029
-------------- --------------
Cash and equivalents, end of period $ 3,940,120 $ 712,069
============== ==============
Non-cash items from investing and financing activities:
Accrued dividends on convertible preferred stock $ 33,250 $ 36,505
============== ==============
See accompanying notes to financial statements.
5
ICAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2004
(1) ACCOUNTING POLICIES
In the opinion of management all adjustments and accruals (consisting only
of normal recurring adjustments), which are necessary for a fair
presentation of operating results are reflected in the accompanying
consolidated financial statements. Reference should be made to iCAD,
Inc.'s ("iCAD" or "Company") Annual Report on Form 10-K for the year ended
December 31, 2003 for a summary of significant accounting policies.
Interim period amounts are not necessarily indicative of the results of
operations for the full fiscal year.
(2) LOAN PAYABLE TO RELATED PARTY
The Company has a Revolving Loan and Security Agreement (the "Loan
Agreement") with Mr. Robert Howard, Chairman of the Board of Directors of
the Company, under which Mr. Howard has agreed to advance funds, or to
provide guarantees of advances made by third parties in an amount up to
$4,000,000. Outstanding advances are collateralized by substantially all
of the assets of the Company and bear interest at prime interest rate plus
2% with a minimum of 8%. Mr. Howard is entitled to convert outstanding
advances made by him under the Loan Agreement into shares of the Company's
common stock at any time based on the closing market price of the
Company's common stock at the lesser of the market price at the time each
advance is made or at the time of conversion. At March 31, 2004,
$3,630,000 was outstanding under the Loan Agreement and $370,000 was
available for future borrowings.
(3) ACQUISITION OF QUALIA COMPUTING, INC.
On December 31, 2003, the Company completed the acquisition of Qualia
Computing, Inc., a privately held company based in Beavercreek Ohio, and
its subsidiaries, including CADx Systems, Inc. (together "CADx"), bringing
together two of the three companies approved by the US Food and Drug
Administration (FDA) to market computer aided detection of breast cancer
solutions in the United States. To complete the acquisition, iCAD issued
4,300,000 shares of its common stock, representing approximately 13% of
the outstanding shares of iCAD common stock after the merger.
Additionally, iCAD paid $1,550,000 in cash and executed a 36-month secured
promissory note in the amount of $4,500,000 to purchase Qualia shares that
were owned by two institutional investors. The purchase price of
approximately $31,000,000 has been allocated to net assets acquired based
upon an appraisal of their fair values, but the allocation is subject to
further adjustment.
6
ICAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2004
(4) STOCK-BASED COMPENSATION
The Company accounts for its stock based compensation plans in accordance
with the provisions of APB Opinion No 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," and SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure". Under APB
Opinion No. 25, when the exercise price of the Company's employee stock
options equals the market price of the exercise price of the underlying
stock on the date of grant, no compensation cost is recognized.
The Company estimates the fair value of each granting of options at the
grant date using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 2004: no dividends paid;
expected volatility of 80.2%; risk-free interest rate of 3.03% and
expected life of 4 years. The weighted-average assumptions used for grants
in 2003 were: no dividends paid; expected volatility of 79.4%; risk-free
interest rate of 2.91%, 2.34% and 2.63% and expected life of 5 years.
Had compensation cost for the Company's option plans been determined using
the fair value method at the grant dates, the effect on the Company's net
income (loss) and net income (loss) per share for the three month periods
ended March 31, 2004 and 2003 would have been as follows:
Three Months Ended
March 31,
--------------------------
2004 2003
----------- -----------
Net income (loss) available to
common stockholders as reported $(1,932,651) $ 40,053
Add: Stock-based employee
compensation expense
included in reported net
income -- --
Deduct: Total stock-based
employee compensation
determined under fair value
method for all awards (92,386) (69,623)
----------- -----------
Pro forma net loss $(2,025,037) $ (29,570)
=========== ===========
Basic and diluted loss per share
As reported $ (.06) $ (.00)
Pro forma $ (.06) $ (.00)
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Certain information included in this Item 2 and elsewhere in this Form
10-Q that are not historical facts contain forward looking statements that
involve a number of known and unknown risks, uncertainties and other factors
that could cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievement
expressed or implied by such forward looking statements. These risks and
uncertainties include, but are not limited to, uncertainty of future sales
levels, protection of patents and other proprietary rights, the impact of supply
and manufacturing constraints or difficulties, product market acceptance,
possible technological obsolescence of products, increased competition,
litigation and/or government regulation, changes in Medicare reimbursement
policies, competitive factors, the effects of a decline in the economy in
markets served by the Company and other risks detailed in the Company's other
filings with the Securities and Exchange Commission. The words "believe",
"demonstrate", "intend", "expect", "estimate", "anticipate", "likely", "seek",
"should" and similar expressions identify forward-looking statements. Readers
are cautioned not to place undue reliance on those forward-looking statements,
which speak only as of the date the statement was made.
RESULTS OF OPERATIONS
OVERVIEW
iCAD develops, engineers, manufactures and markets computer aided detection
(CAD) products for the early detection of breast cancer and other health-care
related applications. Early detection of breast cancer can save lives and often
permits less costly, less invasive and less disfiguring cancer treatment options
than when the cancer is detected at a later stage.
On December 31, 2003, iCAD merged with and acquired CADx. This merger brought
together two of the three companies with approval from the US Food and Drug
Administration to market computer aided systems for the earlier detection of
breast cancer. This acquisition gives iCAD, what it believes to be, the broadest
line of CAD systems in the industry, including the leading CAD solution for the
growing digital mammography market. In addition, the acquisition expanded the
Company's distribution channels, which contributed to immediate growth in sales,
and expanded the Company's new product development group, which the Company
believes will accelerate its entry into additional markets. The Company believes
that the acquisition improves its potential for achieving growth and
profitability.
As planned, during the first quarter of 2004 the Company reduced its workforce
by approximately 36%; closed offices in Tampa, Florida and San Rafael,
California; and reduced or eliminated duplication in marketing, administrative
and other activities. The Company has also redirected a portion of its research
and engineering resources to accelerate the delivery of new iCAD products, such
as applying iCAD's core CAD and clinical decision support technologies to
additional medical applications.
8
iCAD is the only independent, integrated digitizer hardware and CAD software
company offering computer aided detection solutions for the detection of breast
cancer and other health-care related applications. As such, the Company is able
to reduce costs at each step in the CAD product design, production and assembly
process. The Company believes that it's vertical integration of CAD and hardware
development results in better integration of software and film digitizer
components, lower production costs and reduced administrative overhead. These
factors have allowed iCAD to enhance its CAD product line, while reducing the
costs of the Company's CAD products to many customers and allowing more women to
realize the benefits inherent in the early detection of breast cancer.
The Company's CAD systems include proprietary software technology together with
standard computer and display equipment. CAD systems for the film-based
mammography market also include a radiographic film digitizer manufactured by
the Company. iCAD also manufactures medical film digitizers for a variety of
medical imaging and other applications. The Company believes that iCAD's
experience in providing film digitizers and software for medical picture
archiving and communications (PACS) and telemedicine applications contributes to
the successful integration of the Company's CAD products into networked and
digital mammography environments. The Company's headquarters and its production
and assembly facilities are located in southern New Hampshire.
QUARTER ENDED MARCH 31, 2004 COMPARED TO QUARTER ENDED MARCH 31, 2003
Sales. Sales of the Company's CAD and medical imaging products for the three
months ended March 31, 2004 increased 145% to $5,426,881, compared with sales of
CAD and medical imaging products for the quarter ended March 31, 2003 of
$2,214,012. The sales increase during the first quarter of 2004 was primarily
due to contributions from acquired CADx products and sales channels, which are
not included in 2003 results. During the first quarter of 2004 iCAD concentrated
its distribution development efforts on SourceOne Healthcare, Inc. (CADx'
distributor prior to merger), and on a limited and growing number of
complementary independent resellers. A previously announced distribution
relationship with Merry X-Ray Company was terminated, as iCAD revised its
product plan and schedule, delaying release of new, lower priced products, to
focus during the early part of 2004 on existing iCAD and CADx product models,
all organized under the Second Look(TM) product brand. Based on limited
introduction in the second quarter of 2004, iCAD plans to commence promotion of
its new lower-price Second Look 200 system early in the third quarter of 2004.
iCAD has identified the following factors as potentially contributing to
increased sales in future periods: (1) sales by and through additional
resellers; (2) sales of additional products, especially the Company's lower
price Second Look 200 CAD breast cancer system; and (3) contribution from a fee
per service program, which the Company calls ClickCAD(TM), which the Company
expects to begin promoting in the third quarter of 2004.
Gross Margins. Gross margin increased in the three months ended March 31, 2004
to 66% compared to 59% in the comparable period in 2003. The increase in gross
margin is due primarily to increases in sales of higher margin CADx products.
Although there can be no assurance of its future gross margin rate, the Company
expects that future increases in gross margin as a percentage of sales will be
achieved as a result of increasing sales of its higher margin CAD products and
9
as production and other economies of scale resulting from the merger with CADx
are realized. By applying its manufacturing experience and using existing
supplier relationships, the Company expects to reduce component and
manufacturing costs associated with the acquired CADx product line during 2004,
with some associated cost savings expected in the manufacturing of previous iCAD
products.
Engineering and Product Development. Engineering and product development costs
for the three months ended March 31, 2004 increased from $584,253 in 2003 to
$1,712,041 in 2004. The increase in engineering and product development costs
results primarily from the Company's addition, as a result of its acquisition of
CADx, of a software technology development group to support its CAD products and
new product development. Additionally, the Company took action following the
merger to reduce its workforce and close its office and software development
group located in Tampa, Florida. In connection with these measures, the Company
incurred approximately $280,000 in non-recurring engineering severance benefits
and office closure expenses in the quarter ended March 31, 2004. The Company
expects that the per quarter engineering and product development costs for each
of the remaining quarters in 2004 will be less than the engineering and product
development cost for the three months ended March 31, 2004, due to the
reductions in staffing and office related costs made in the first quarter of
2004.
General and Administrative. General and administrative expenses in the three
months ended March 31, 2004 increased from $396,232 in 2003 to $1,379,506 in
2004. The increase in general and administrative expenses is due to increases in
salaries, administrative costs and amortization of intangible assets, resulting
from the Company's acquisition of CADx. Additional increases in general and
administrative expenses in the quarter ended March 31, 2004, reflects
approximately $50,000 in non-recurring severance benefits and other expenses
associated with reductions of staff made possible by the combination of CADx and
iCAD and a write-off of fixed assets relating to the closure of the iCAD office
in Tampa, Florida.
Marketing and Sales Expenses. Marketing and sales expenses for the three months
ended March 31, 2004 increased from $239,712 in 2003 to $2,239,687 in 2004. The
increase in marketing and sales expenses results primarily from the Company's
addition, as a result of its acquisition of CADx, of sales, marketing and
service organizations to support its CAD products and distribution channels. The
Company took action following the merger to reduce its workforce, close its
office in San Rafael, California, and eliminate duplication in marketing and
other activities. The Company incurred approximately $200,000 in non-recurring
marketing and sales severance benefits and office closure expenses in the
quarter ended March 31, 2004. The Company expects that the per quarter marketing
and sales expenses for each of the remaining quarters in 2004 will be less than
the marketing and sales expenses for the three months ended March 31, 2004, due
to the reductions in staffing and office related costs made in the first quarter
of 2004.
Interest Expense. Net interest expense for the three months ended March 31, 2004
increased from $7,672 in 2003 to $165,802 in 2004. This increase is due
primarily to the addition, as a result of iCAD's acquisition of CADx, of a
36-month secured promissory note in the amount of $4,500,000 to purchase CADx
shares that were owned by two institutional investors.
10
Net Income (Loss). As a result of the foregoing, the Company recorded a net loss
of ($1,899,401) for the three month period ended March 31, 2004 on sales of
$5,426,881 compared to net income of $76,558 for the comparable period in 2003
on sales of $2,214,012. The acquisition of CADx was accounted for as a purchase
on December 31, 2003, and accordingly, the operations of CADx are not included
in the consolidated financial statements for the first quarter of 2003.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ability to generate cash adequate to meet its requirements depends
primarily on operating cash flow and the availability of a $4,000,000 credit
line under the Loan Agreement with its Chairman, Mr. Robert Howard, of which
$370,000 was available at March 31, 2004. The Company's current operating and
financial projections and plans indicate that current liquidity and capital
resources are sufficient to support and sustain operations through 2004. If
sales or cash collections are reduced from current expectations, or if expenses
and cash requirements are increased, the Company may require additional
financing. Historically, the Company has secured additional cash through
additional extensions of credit by its Chairman.
At March 31, 2004 the Company had current assets of $8,631,938, current
liabilities of $6,900,022 and working capital of $1,731,916. The ratio of
current assets to current liabilities was 1.2:1
Net cash used for operating activities for the three months ended March 31, 2004
was $1,467,601, compared to $293,062 for the same period in 2003. The cash was
used primarily to fund the net loss of $1,899,401, offset partially by non-cash
depreciation, amortization and loss on disposal of assets totaling $343,390 and
changes in accounts receivable and inventory. The net cash used in investing
activities for the three months ended March 31, 2004 was $158,470 compared to
$69,943 for the same period in 2003. The cash used in investing activities
included the addition of $138,992 for tooling, computer equipment, and leasehold
improvements. Net cash provided by financing activities in the three months
ended March 31, 2004 was $465,140 compared to net cash used of $15,955 for the
same period in 2003. The increase in cash during the first quarter of 2004, was
primarily due to the net proceed of approximately $425,000 from the sale of
90,000 shares of the Company common stock for $5.00 per share in a private
placement to institutional investors.
On November 24, 2003, the Company sold 1,260,000 shares of its common stock for
$5.00 per share in a private placement to institutional investors. The Company
also issued to such investors' additional investment rights to purchase up to an
additional 315,000 shares of its common stock at $5.00 per share. The net
proceeds to the Company for the 1,260,000 shares sold were approximately
$5,919,000. A total of 90,000 shares of the Company's common stock were issued
in connection with the exercise of certain additional investment rights in the
first quarter of 2004. The remaining investment rights expired unexercised. The
net proceeds to the Company for the 90,000 shares sold were approximately
$425,000. Ladenburg Thalmann & Co. Inc. served as placement agent for these
transactions for which it received compensation in the amount of approximately
$404,000 and a five year warrant to purchase 67,200 shares of the Company's
Common Stock at $5.00 per share.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The Company, under the supervision and with the participation of its management,
including its principal executive officer and principal financial officer,
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures as of the end of the period covered by this report.
Based on this evaluation, the principal executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures are effective in reaching a reasonable level of assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms.
The principal executive officer and principal financial officer also conducted
an evaluation of internal control over financial reporting ("Internal Control")
to determine whether any changes in Internal Control occurred during the quarter
ended March 31, 2004 that have materially affected or which are reasonably
likely to materially affect Internal Control. Based on that evaluation, there
have been no such changes during the quarter ended March 31, 2004.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31, 2004, a total of 90,000 shares of the
Company's common stock were issued in connection with the exercise of certain
additional investment rights issued in a private placement to institutional
investors. The foregoing sales of common stock were made pursuant to Section
4(2) and Regulation D of the Securities Act of 1933.
The Company issued 5-year stock options to purchase an aggregate of 1,000,000
shares of its common stock at $5.28 per share, to certain new employees in
transactions exempt from registration under Section 2(a) (3) or 4(2) of the
Securities Act of 1933.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) During the quarter ended March 31, 2004 a Form 8-K and an amendment to
the Form 8-K were filed under Item 2 and 7, to report the Company's acquisition
of CADx in December 2003. The Company also furnished an 8-K under Item 9, with
respect to the Company's Business plan, Strategy and Recent Combined Performance
that it distributed to organizations making purchases of computer aided
detection of breast cancer products, prospective investors and others, dated
February 24, 2004.
13
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)
Date: May 14, 2004 By: /s/ W. Scott Parr
----------------------------- -----------------------------------
W. Scott Parr
President, Chief Executive Officer,
Director
Date: May 14, 2004 By: /s/ Annette L. Heroux
----------------------------- -----------------------------------
Annette L. Heroux
Vice President of Finance,
Chief Financial Officer
14