-----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, HtAFJS8+BXztqM5GzcOSJqUZpsvwv7QKNLN06XCF89q/sPLxHo9iNlHFXeahq7CV iITKM2KamlOvAanqeK33vA== 0001157523-07-001015.txt : 20070205 0001157523-07-001015.hdr.sgml : 20070205 20070205095903 ACCESSION NUMBER: 0001157523-07-001015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070205 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABIOMED INC CENTRAL INDEX KEY: 0000815094 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042743260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09585 FILM NUMBER: 07578587 BUSINESS ADDRESS: STREET 1: 22 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787775410 MAIL ADDRESS: STREET 1: 22 CHERRY HILL DRIVE CITY: DANVERS STATE: MA ZIP: 01923 8-K 1 a5325717.txt ABIOMED, INC. 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: February 5, 2007 - -------------------------------------------------------------------------------- (Date of earliest event reported) ABIOMED, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-2743260 (State or other Jurisdiction (IRS Employer of Incorporation) Identification Number) 0-20584 (Commission File Number) 22 Cherry Hill Drive Danvers, MA 01923 (Address of Principal Executive Offices, including Zip Code) (978) 777-5410 (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) ================================================================================ ================================================================================ Item 2.02 Results of Operations and Financial Condition. On February 5, 2007 we issued a press release reporting our financial results for our fiscal quarter ended December 31, 2006. A copy of the press release is set forth as exhibit 99.1 and is incorporated herein by reference. The information contained in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 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 or the Securities Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description - ---------- ------------------------------------------------------------------ 99.1 Press release dated February 5, 2007. ================================================================================ 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. Abiomed, Inc. By: /s/ Daniel J. Sutherby -------------------------------- Daniel J. Sutherby Chief Financial Officer Date: February 5, 2007 ================================================================================ Exhibit Index Exhibit Number Description - ---------------- ------------------------------------------------------- 99.1 Press release dated February 5, 2007. EX-99.1 2 a5325717ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Abiomed Announces Third Quarter of Fiscal 2007 Results with Revenue Growth of 23% DANVERS, Mass.--(BUSINESS WIRE)--Feb. 5, 2007--Abiomed, Inc. (NASDAQ: ABMD) today announced revenue of $12.9 million for its third quarter of fiscal 2007 ended December 31, 2006. Revenue for the quarter was up 23% as compared to third quarter of fiscal 2006. During the third quarter of fiscal 2007 compared to the same period of fiscal 2006, revenue from AB5000 disposables grew 61%, BVS disposables revenue decreased 31%, and Impella disposables revenue increased 225%, while not a significant contribution to total revenue dollars. Revenue for the nine months ended December 31, 2006 was $36.8 million and increased 23% compared to the same period of the prior year. Recent operating highlights and financial results included: -- Abiomed has submitted its application to the FDA for 510(k) clearance of the Impella 2.5. -- Gross margin for the third quarter of fiscal 2007 was 78%, up 700 basis points compared to the same period of fiscal 2006. -- Total disposables of approximately 590 units shipped during the quarter, including the most ever units shipped of Impella. -- This was the third consecutive record quarter for the number of patients supported by AB5000 Circulatory Support Systems worldwide, second highest quarter for disposables unit sales of AB5000, and AB5000 Console revenues in the U.S. grew 70%. -- The Company's intra-aortic balloon (IAB) received 510(k) clearance in the U.S. The Company also received CE Mark approval in Europe for both the Intra-Aortic Balloon and the new iPulse combination console system that can run Abiomed's IAB, BVS 5000 Blood Pump and AB5000 Ventricle. Abiomed treated its first Intra-Aortic Balloon Pump patient in Europe for high-risk angioplasty with its new iPulse system. -- Continued expansion of Abiomed's global distribution with the addition of 12 global sales and clinical representatives. -- The third quarter of fiscal 2007 net loss was $6.7 million, or $.25 per share. The net loss for the third quarter of fiscal 2007 included stock option expense of $1.4 million, or $.05 per share. The third quarter of fiscal 2006 net loss was $4.5 million, or $.17 per share. "We continue to make strides towards expanding our global distribution and our product portfolio with the completion of our Impella 2.5 510(k) submission to the FDA. Abiomed has nine products on three platforms, Impella, iPulse and AbioCor. We look forward to making regulatory progress with the six products not yet approved by the FDA," said Michael R. Minogue, Chairman, CEO and President of Abiomed. Financial information for the third quarter of fiscal 2007 is attached to this press release. CONFERENCE CALL AND WEBCAST The Company will host a conference call at 11:00 a.m. ET on February 5, 2007. Michael R. Minogue, Chairman, Chief Executive Officer and President, and Daniel J. Sutherby, Chief Financial Officer, will host the conference call. To listen to the call live, please tune into the webcast via http://investor.abiomed.com or dial 866-314-4865; the international number is 617-213-8050. The access code is 97813965. A replay of this conference call will be available beginning at 1 p.m. ET on February 5, 2007 through 11:59 p.m. ET on February 19, 2007. The replay phone number is 888-286-8010; the international number is 617-801-6888. The replay access code is 55114880. ABOUT ABIOMED Based in Danvers, Massachusetts, Abiomed, Inc., is a leading developer, manufacturer and marketer of medical products designed to assist or replace the pumping function of the failing heart. Abiomed currently manufactures and sells the AB5000(TM) Circulatory Support System and the BVS(R) 5000 Biventricular Support System for the temporary support of all patients with failing but potentially recoverable hearts. The Company also developed the AbioCor(R) Implantable Replacement Heart. In Europe, Abiomed offers the Impella(R) LP2.5, Impella(R) LP5.0, Impella(R) LD, the Impella(R) RD and an Intra-Aortic Balloon under CE Mark approval. The Impella(R) 5.0 and 2.5 are investigational devices limited by Federal Law solely to investigational use in the United States. Other Impella devices and the iPulse(TM) combination console system are not yet available for sale in the United States. For additional information please visit: www.abiomed.com. FORWARD-LOOKING STATEMENTS This Release contains forward-looking statements, including statements regarding development of Abiomed's existing and new products, the Company's progress toward commercial growth, and future opportunities. The Company's actual results may differ materially from those anticipated in these forward-looking statements based upon a number of factors, including uncertainties associated with development, testing and related regulatory approvals, anticipated future losses, complex manufacturing, high quality requirements, dependence on limited sources of supply, competition, technological change, government regulation, future capital needs and uncertainty of additional financing, and other risks and challenges detailed in the Company's filings with the Securities and Exchange Commission, including the Annual Report filed on Form 10-K. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this Release or to reflect the occurrence of unanticipated events. ABIOMED, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31, March 31, 2006 2006 (Unaudited) ------------- ------------ ASSETS Current assets: Cash and cash equivalents $ 6,081 $ 7,832 Short-term marketable securities 11,160 23,003 Accounts receivable, net of allowance for doubtful accounts of $274 at December 31, 2006 and $211 at March 31, 2006 9,230 8,880 Inventories 6,883 4,868 Prepaid expenses and other current assets 1,640 1,860 ------------- ------------ Total current assets 34,994 46,443 Property and equipment, net 5,572 4,824 Intangible assets, net 7,613 8,164 Goodwill 26,355 19,106 ------------- ------------ Total assets $74,534 $78,537 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,636 $ 3,070 Accrued expenses 5,786 5,185 Deferred revenue 577 484 ------------- ------------ Total current liabilities 10,999 8,739 Long-term deferred tax liability 873 310 Accrued costs of acquisition 5,583 -- ------------- ------------ Total liabilities 17,455 9,049 ------------- ------------ Commitments and contingencies -- -- Stockholders' equity Class B Preferred Stock, $.01 par value -- -- Authorized - 1,000,000 shares; Issued and outstanding - none Common stock, $.01 par value 268 265 Authorized - 100,000,000 shares; Issued - 26,775,474 shares at December 31, 2006 and 26,474,270 shares at March 31, 2006; Outstanding - 26,764,455 shares at December 31, 2006 and 26,468,091 shares at March 31, 2006 Additional paid-in-capital 221,438 214,666 Deferred stock-based compensation -- (171) Accumulated deficit (164,840) (143,308) Treasury stock at cost 11,019 shares at December 31, 2006 and 6,179 shares at March 31, 2006 (116) (66) Accumulated other comprehensive income (loss) 329 (1,898) ------------- ------------ Total stockholders' equity 57,079 69,488 ------------- ------------ Total liabilities and stockholders' equity $74,534 $78,537 ============= ============ ABIOMED, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share data) Three months ended Nine months ended December 31, December 31, -------------------- ------------------- 2006 2005 2006 2005 ---------- --------- --------- --------- Revenue: Products $ 12,823 $ 10,447 $ 36,698 $ 29,605 Funded research and development 81 68 100 269 ---------- --------- --------- --------- 12,904 10,515 36,798 29,874 Costs and expenses: Cost of product revenue excluding amortization 2,873 3,070 9,281 7,851 Research and development 5,625 4,226 16,329 12,517 Selling, general and administrative 10,917 7,411 31,355 21,558 Expensed in-process research and development -- -- 800 13,306 Amortization of intangible assets 373 348 1,243 955 ---------- --------- --------- --------- 19,788 15,055 59,008 56,187 Loss from operations (6,884) (4,540) (22,210) (26,313) ---------- --------- --------- --------- Other income: Investment income 240 316 841 876 Foreign exchange gain (loss) 62 (56) 149 (168) Other income (expense), net (40) 53 32 91 ---------- --------- --------- --------- 262 313 1,022 799 ---------- --------- --------- --------- Net loss before provision for income taxes (6,622) (4,227) (21,188) (25,514) Provision for income taxes 103 253 344 253 ---------- --------- --------- --------- Net loss $(6,725) $(4,480) $(21,532) $(25,767) ========== ========= ========= ========= Basic and diluted net loss per share $(0.25) $(0.17) $(0.81) $(1.01) Weighted average shares outstanding 26,712 26,351 26,602 25,447 CONTACT: Abiomed, Inc. Daniel J. Sutherby, 978-646-1812 Chief Financial Officer ir@abiomed.com or Abiomed, Inc. Liza Heapes, 978-646-1668 Media Relations mediarelations@abiomed.com -----END PRIVACY-ENHANCED MESSAGE-----