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: May 16, 2012

(Date of earliest event reported)

ABIOMED, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-20584	04-2743260
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

22 Cherry Hill Drive

Danvers, MA 01923

(Address of Principal Executive Offices, including Zip Code)

(978) 646-1400

(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 May 16, 2012 we issued a press release reporting our financial results for our fourth quarter and fiscal year ended March 31, 2012. 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 May 16, 2012.

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/ Robert L. Bowen
	Robert L. Bowen
	Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)

Date: May 16, 2012

Exhibit Index

Exhibit Number	Description
99.1	Press release dated May 16, 2012.

EX-99.1

Exhibit 99.1

ABIOMED ANNOUNCES RECORD FOURTH QUARTER REVENUE OF $37.3 MILLION, UP 31% AND ACHIEVES PROFITABILITY FOR FULL FISCAL YEAR

• Worldwide Impella^® Fourth Quarter Revenue Grows 43% Based on Record Utilization

DANVERS, Mass. — May 16, 2012 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today reported fourth quarter fiscal 2012 revenue of $37.3 million, up 31% compared to revenue of $28.5 million in the same period of fiscal 2011, and GAAP net income of $2.6 million or $0.06 per diluted share compared to GAAP net loss of $1.8 million or a loss of $0.05 per basic and diluted share in the prior year. For the full fiscal year, total revenue was $126.4 million, up 25% compared to revenue of $101.2 million in the prior fiscal year and GAAP net income was $1.5 million or $0.04 per diluted share compared to GAAP net loss of $11.8 million or a loss of $0.32 per basic and diluted share in the prior year.

Financial and operating highlights during the fourth quarter of fiscal 2012 include:

• Fiscal fourth quarter worldwide Impella revenue totaled $32.3 million, up 43% compared to revenue of $22.6 million during the same period of the prior year. U.S. Impella revenue grew 44% to $29.9 million.

• Full year worldwide Impella revenue totaled $106.9 million, up 37% compared to revenue of $78.2 million during the same period of the prior year. U.S. Impella revenue grew 37% to $99.1 million.

• As targeted, an additional 26 hospitals purchased Impella 2.5 during the quarter, bringing the total to 631 customer sites.

• Gross margin rate for the fourth quarter FY 2012 was 81.8% compared to 79.5% in the prior year. For the full fiscal year, gross margin rate was 80.6% compared to 78.3% in the prior year.

• Non-GAAP net income for the fourth fiscal quarter, which is described later in this press release, was $5.3 million or $0.13 per diluted share compared to $0.6 million or $0.01 per diluted share in the prior year. For the full fiscal year, non-GAAP net income was $12.1 million or $0.30 per diluted share compared to a non-GAAP net loss of $2.1 or a loss of $0.06 per share in the prior year.

• Cash, cash equivalents and short-term marketable securities totaled $77.2 million as of March 31, 2012, an increase of $7.6 million from December 31, 2011; the company continues to have no debt.

• Abiomed announced in April the successful first human use outside the U.S. of the Impella cVADTM device, a new percutaneous Impella heart pump that provides peak flow of approximately four liters of blood per minute.¹

• Abiomed also announced in April that it received CE Marking approval in the European Union to market the Impella cVAD device.¹

• At the American College of Cardiology Scientific Sessions in March, there were multiple presentations on the Impella platform, including first-in-man experience outside the U.S. with the Impella RP, a new percutaneous heart pump designed to treat right-sided heart failure.¹

• The fourth quarter fiscal 2012 represented the first full quarter after the November 2011 release of the ACCF/AHA/SCAI 2011 Guidelines for Percutaneous Coronary Intervention (PCI), which incorporated Impella support for both the emergent and prophylactic settings.

“We are happy to report the best quarter and year in company history, in terms of number of patients supported, revenue growth, and profitability,” said Michael R. Minogue, Chairman, President and Chief Executive Officer of Abiomed. “Abiomed is highly motivated to help thousands of patients and create significant shareholder value.”

Based on current expectations and consistent with Abiomed’s seasonal utilization, the company anticipates fiscal year 2013 revenues to increase by 20% to 24% and to be in the range of $152 million to $157 million. Worldwide Impella revenues are forecasted to increase by approximately 30%.

The company will host a conference call to discuss the fourth quarter and full fiscal year 2012 results on Wednesday, May 16, 2012, at 8:00 a.m. ET with Michael R. Minogue, Chairman, President and Chief Executive Officer; Robert L. Bowen, Vice President and Chief Financial Officer; and Susan V. Lisa, Senior Director of Investor Relations and Corporate Development.

To listen to the call live, please tune into the webcast via http://investor.abiomed.com or dial (877) 638-9567; the international number is (253) 237-1032. A replay of this conference call will be available beginning at 11:00 a.m. ET on May 16, 2012 through 11:59 p.m. ET on May 23, 2012. The replay phone number is (855) 859-2056; the international number is (404) 537-3406. The replay access code is 47634386.

¹The Impella cVAD and the Impella RP are not currently cleared for sale or use in the United States.

ABOUT ABIOMED

Based in Danvers, Massachusetts, Abiomed, Inc., is a leading provider of medical devices that provide circulatory support. Our products are designed to enable the heart to rest by improving blood flow and/or performing the pumping of the heart. 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 and expected regulatory approvals. 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, including 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 and most recently filed Quarterly Report on Form 10-Q. 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.

For further information please contact:

Susie Lisa, CFA

Senior Director, Investor Relations and Corporate Development

978-646-1590

slisa@abiomed.com

Aimee Maillett

Corporate Communications Manager

978-646-1553

ir@abiomed.com

Abiomed, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)

	March 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	5,990		$	5,831
Short-term marketable securities		71,233			54,481
Accounts receivable, net		20,458			15,376
Inventories		11,142			7,505
Prepaid expenses and other current assets		1,716			1,544
Total current assets		110,539			84,737
Property and equipment, net		6,378			6,273
Intangible assets, net		115			1,632
Goodwill		36,846			38,946
Other long-term assets		33			—
Total assets	$	153,911		$	131,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,910		$	6,283
Accrued expenses		12,480			14,078
Deferred revenue		3,025			1,982
Total current liabilities		22,415			22,343
Long-term deferred tax liability		4,799			4,010
Other long-term liabilities		400			492
Total liabilities		27,614			26,845
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		393			377
Authorized - 100,000,000 shares; Issued - 39,323,708 shares at March 31, 2012 and 37,756,719 shares at March 31, 2011;
Outstanding - 39,272,754 shares at March 31, 2012 and 37,705,765 shares at March 31, 2011
Additional paid-in-capital		401,771			379,218
Accumulated deficit		(273,275	)		(274,770	)
Treasury stock at cost - 50,954 shares		(827	)		(827	)
Accumulated other comprehensive (loss) income		(1,765	)		745
Total stockholders’ equity		126,297			104,743
Total liabilities and stockholders’ equity	$	153,911		$	131,588

Abiomed, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share data)

	Three Months Ended March 31,						Year Ended March 31,
	2012			2011			2012			2011
Revenue:
Product	$	37,237		$	28,103		$	125,286		$	99,837
Funded research and development		107			426			1,089			1,314
Total Revenue		37,344			28,529			126,375			101,151
Costs and expenses:
Cost of product revenue excluding amortization of intangibles		6,786			5,848			24,507			21,977
Research and development		7,236			6,843			27,159			26,677
Selling, general and administrative		20,028			16,888			71,711			62,287
Amortization of intangible assets		352			361			1,478			1,395
		34,402			29,940			124,855			112,336
Income (loss) from operations		2,942			(1,411	)		1,520			(11,185	)
Other income (expense):
Investment income (expense), net		1			8			(3	)		9
Gain on sale of WorldHeart stock		—			—			—			456
Gain on settlement of investment		—			—			1,017			—
Other (expense) income, net		(15	)		(126	)		9			(143	)
		(14	)		(118	)		1,023			322
Income (loss) before provision for income taxes		2,928			(1,529	)		2,543			(10,863	)
Income tax provision		361			243			1,048			892
Net income (loss)	$	2,567		$	(1,772	)	$	1,495		$	(11,755	)
Basic net income (loss) per share	$	0.07		$	(0.05	)	$	0.04		$	(0.32	)
Basic weighted average shares outstanding		38,840			37,231			38,374			37,167
Diluted net income (loss) per share	$	0.06		$	(0.05	)	$	0.04		$	(0.32	)
Diluted weighted average shares outstanding		41,251			37,231			40,172			37,167

Abiomed, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Net Income (Loss)

(in thousands, except for per share data)

	Three Months Ended March 31,					Year Ended March 31,
	2012		2011			2012			2011
Net income (loss) on a GAAP basis	$	2,567	$	(1,772	)	$	1,495		$	(11,755	)
Share-based compensation expense:
- Cost of product revenue		66		51			282			214
- Research & development		450		252			1,719			1,001
- Selling, general and administrative		1,353		1,100			5,772			4,206
Athlone lease exit charge
- Selling, general and administrative		—		—			—			791
Amortization of intangible assets		352		361			1,478			1,395
Depreciation		530		579			2,337			2,553
Gain on investment
- Other income (expense)		—		—			(1,017	)		—
Sale of World Heart Stock
- Other income (expense)		—		—			—			(456	)
Income tax effect of non-GAAP adjustments		—		—			—			—
Net income (loss) on a non-GAAP basis	$	5,318	$	571		$	12,066		$	(2,051	)
Net Income (Loss) Per Share Reconciliation (in thousands, except for per share data)
	Three Months Ended March 31,					Year Ended March 31,
	2012		2011			2012			2011
Net income (loss) per diluted share on a GAAP basis	$	0.06	$	(0.05	)	$	0.04		$	(0.32	)
Share-based compensation expense:
- Cost of product revenue		0.01		—			0.01			0.01
- Research & development		0.01		0.01			0.04			0.03
- Selling, general and administrative		0.03		0.03			0.14			0.11
Athlone fair value charge - Selling, general and administrative		—		—			—			0.02
Amortization of intangible assets		0.01		0.01			0.04			0.04
Depreciation		0.01		0.01			0.06			0.06
Gain on investment
- Other income (expense)		—		—			(0.03	)		—
Sale of World Heart Stock
- Other income (expense)		—		—			—			(0.01	)
Income tax effect of non-GAAP adjustments		—		—			—			—
Net income (loss) per diluted share on a non-GAAP basis	$	0.13	$	0.01		$	0.30		$	(0.06	)
Shares used in calculation of net income (loss) per		41,251		38,323			40,172			37,167
diluted share on a non-GAAP basis