-----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, Js2Jrv7dGq5iAtnnUlkT8qqUMjZKYSCB5D34d1JMLNmANr2QaApMFxaPP4b8Eb3f ctilwNVMv/I5xn/qFZIAXg== 0000950134-04-010736.txt : 20040728 0000950134-04-010736.hdr.sgml : 20040728 20040728161619 ACCESSION NUMBER: 0000950134-04-010736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATS MEDICAL INC CENTRAL INDEX KEY: 0000824068 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411595629 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18602 FILM NUMBER: 04936185 BUSINESS ADDRESS: STREET 1: 3905 ANNAPOLIS LA STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 BUSINESS PHONE: 6125537736 MAIL ADDRESS: STREET 1: 3905 ANNAPOLIS LANE STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 FORMER COMPANY: FORMER CONFORMED NAME: ATS MEDCIAL INC DATE OF NAME CHANGE: 19920803 8-K 1 c87111e8vk.txt FORM 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 (Date of earliest event reported): July 28, 2004 ATS MEDICAL, INC. ----------------- (Exact name of registrant as specified in its charter) Minnesota 0-18602 41-1595629 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) 3905 Annapolis Lane N., Minneapolis, Minnesota 55447 ---------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (763) 553-7736 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibit is being "furnished" in accordance with Item 12 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing: 99.1 Press Release, dated July 28, 2004, of ATS Medical, Inc. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR A COMPLETED QUARTER The following information is being "furnished" in accordance with Item 12 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing: On July 28, 2004, ATS Medical, Inc. issued a press release to report the Company's results of operations and financial condition for the completed fiscal quarter ended June 30, 2004. The release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. 2 SIGNATURE 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, hereunto duly authorized. July 28, 2004 ATS MEDICAL, INC. By: /s/ John R. Judd ---------------------------- John R. Judd Chief Financial Officer 3 EXHIBIT INDEX 99.1 Press Release, dated July 28, 2004, of ATS Medical, Inc. EX-99.1 2 c87111exv99w1.txt PRESS RELEASE Exhibit 99.1 Contact: Michael Dale, President/CEO Jack Judd, Chief Financial Officer 763/553-7736 763/553-0052 Fax EVC Group, Inc. Doug Sherk, Jennifer Beugelmans 415/896-6820 Anne Bugge 206/926-5220 FOR IMMEDIATE RELEASE ATS MEDICAL REPORTS 78 PERCENT SECOND QUARTER REVENUE GROWTH o US SALES UP 134% o INTERNATIONAL SALES UP 60% o COMPANY ENTERS INTO NEW $8.5 MILLION CREDIT FACILITY o CONFERENCE CALL SCHEDULED FOR TODAY AT 5 PM EDT MINNEAPOLIS, July 28, 2004 -- ATS Medical, Inc. (NASDAQ: ATSI) developer and manufacturer of the ATS Open Pivot(R) mechanical heart valve and related cardiac surgical accessories and technologies today reported that revenue for the second quarter of 2004 increased 78 percent to a record $7.5 million, as compared with sales of $4.2 million for the second quarter of 2003. When compared to the first quarter of 2004, revenue increased 13 percent. Net loss for the second quarter of 2004 was $3.4 million compared with $3.1 million for the second quarter of 2003 For the first six months of 2004, revenue increased 74 percent to $14.2 million, as compared to $8.2 million for 2003. Net loss for the first six months of 2004 was $6.7 million compared with $4.6 million for 2003. Michael D. Dale, President and CEO of ATS Medical commented, "The second quarter of 2004 represents our eighth consecutive quarter of sequential sales growth and reflects the successful execution of our strategy to build market share both domestically and in international markets. Sales in the United States grew 134 percent over the second quarter of 2003 to $2.5 million. In international markets, we grew sales 60 percent over the second quarter of 2003 to $5.0 million. Worldwide we now estimate our share of the mechanical heart valve market has increased to be more than 12%". 5 Mr. Dale continued, "Our recent successful equity placement positions us to step up our growth strategy on several important fronts. The $12.4 million net proceeds from the offering will allow us to complete the ramp-up our manufacturing facility to full capacity, accelerate commercialization of ErySave's PARSUS blood separation technology for cardiac surgery procedures, and finally, provide the capacity to pursue other prudent new business development opportunities." To further bolster ATS Medical's working capital position, the Company also announced today an agreement with Silicon Valley Bank to establish a secured revolving credit facility for $8.5 million. Under the terms of the agreement, ATS Medical will receive a $2.5 million three year term loan as well as a two year $6 million line of credit. "We expect the proceeds from the recent private placement will enable us to achieve profitability. However, the implementation of this credit facility reflects Silicon Valley Bank's confidence in the future of ATS Medical and provides us with greater flexibility to fund future growth without further dilution to our shareholders," said Jack Judd, chief financial officer. "Looking ahead to the remainder of 2004," added Mr. Dale, "we expect total sales for the year to exceed $28 million, a growth rate of more than 50 percent from 2003. Finally, we have begun in earnest the ramp up our manufacturing facility to produce self manufactured pyrolytic carbon components, which will provide a decisive and significant reduction in our total manufacturing costs per valve. We expect to start realizing these cost savings during 2006. With continued sales growth and lower cost of sales in the future, we expect to reach profitability during 2006," concluded Mr. Dale. CONFERENCE CALL TODAY ATS management will host a conference call and webcast today, July 28 at 5 p.m. EDT to discuss its second quarter financial results, outlook for 2004 and current corporate developments. The dial in number for the conference call is 800-240-2134 for domestic participants and 303-262-2131 for international participants. A taped replay of the conference call will also be available beginning approximately one hour after the call's conclusion and will remain available through midnight Central time on Wednesday, August 4, 2004 and can be accessed by dialing 800-405-2236 for domestic callers and 303-590-3000 for international callers, using the passcode 11002223#. A live webcast of the call can be accessed at www.atsmedical.com by clicking on the Investors icon. The webcast will also be archived on the company's website. ABOUT ATS MEDICAL ATS Medical, Inc., headquartered in Minneapolis, is a leading medical device company specializing in mechanical heart valves, aortic graft prostheses and related cardiovascular surgery accessories. ATS is a global company with product sales in more than 40 countries. The ATS Open Pivot(R) Valve has been implanted in over 85,000 patients and utilizes a unique pivot design 6 that results in better performance and a lower risk profile. The Company's website is www.atsmedical.com. SAFE HARBOR This Press Release contains forward-looking statements that may include statements regarding intent, belief or current expectations of the Company and its management. Actual results could differ materially from those projected in the forward looking statements as a result of a number of important factors, including regulatory actions, competition, pricing pressures, supplier actions and management of growth. For a discussion of these and other risks and uncertainties that could affect the Company's activities and results, please refer to the Company's filings with the Securities and Exchange Commission to its Form 10-K for the year ended December 31, 2003. (tables to follow) 7 ATS MEDICAL, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS)
Three months ended Six months ended June 30, June 30, -------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ------------ ----------- Net sales $7,548 $4,246 $14,242 $8,211 Cost of goods sold 5,428 3,248 10,194 5,997 ----------- ----------- ------------ ----------- Gross profit 2,120 998 4,048 2,214 Operating expenses: Sales and marketing 3,950 2,388 7,616 3,542 Research and development 186 442 373 828 General and administrative 1,367 1,043 2,748 2,030 ----------- ----------- ------------ ----------- Total operating expenses 5,503 3,873 10,737 6,400 ----------- ----------- ------------ ----------- Operating loss (3,383) (2,875) (6,689) (4,186) ----------- ----------- ------------ ----------- Interest (expense) income 15 (228) 16 (457) ----------- ----------- ------------ ----------- Net loss ($3,368) ($3,103) ($6,673) ($4,643) =========== =========== ============ =========== Net loss per share: Basic and diluted ($0.12) ($0.14) ($0.25) ($0.21) Weighted average number of shares outstanding: Basic and diluted 27,159 22,325 26,978 22,322
8 ATS MEDICAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
June 30, December 31, 2004 2003 ---------------- ----------------- CURRENT ASSETS Cash and short-term investments $21,492 $8,475 Accounts receivable 6,560 4,939 Inventories 20,194 20,377 Prepaid expenses 575 508 ---------------- ----------------- Total current assets 48,821 34,299 Property and equipment, net 5,810 5,895 Other inventories 10,000 17,000 Technology license 18,688 18,500 Other assets 436 440 ---------------- ----------------- TOTAL ASSETS $83,755 $76,134 ================ ================= LIABILITIES Accounts payable $2,295 $989 Accrued payroll 1,556 1,343 Other accrued liabilities 975 999 ---------------- ----------------- Total liabilities 4,826 3,331 Shareholders' equity 78,929 72,803 ---------------- ----------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $83,755 $76,134 ================ =================
9 ATS MEDICAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (IN THOUSANDS)
Six months ended June 30, ------------------------------------ 2004 2003 ---------------- ---------------- OPERATING ACTIVITIES Net loss ($6,673) ($4,643) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 532 379 Compensation expense on stock options 34 3 Loss on disposal of equipment 2 2 Imputed interest long-term debt 0 320 Changes in operating assets and liabilities 6,994 3,867 ---------------- ---------------- Net cash provided by (used in) operating activities 889 (72) INVESTING ACTIVITIES Sales of short-term investments, net of purchases 1,753 1,504 Payments for technology license (188) 0 Net purchases of furniture, machinery and equipment (449) (385) ---------------- ---------------- Net cash provided by investing activities 1,116 1,119 FINANCING ACTIVITIES Net proceeds from sale of common stock 12,757 8 ---------------- ---------------- Net cash provided by financing activities 12,757 8 Effect of exchange rate changes on cash 8 9 ---------------- ---------------- Increase in cash and cash equivalents $14,770 $1,064 ================ ================
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