-----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, GZ5id20SF4e5Sqmh31/F3oiNakzSjpvfGAIovGhteBfoZml0ERjCcWE0B/Fa7Hbh QaRwbrz+7phtgrrp59y1UQ== 0000950134-05-008841.txt : 20050503 0000950134-05-008841.hdr.sgml : 20050503 20050503165821 ACCESSION NUMBER: 0000950134-05-008841 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 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: 05795873 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 c94929e8vk.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: MAY 3, 2005 (date of earliest event reported) ATS MEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18602 ------------------------------------- MINNESOTA 41-1595629 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 3905 ANNAPOLIS LANE, SUITE 105 MINNEAPOLIS, MINNESOTA 55447 (Address of Principal Executive Offices) (763) 553-7736 (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 (see General Instruction A.2. below): [ ] 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 3, 2005, ATS Medical, Inc. (the "Company") issued a press release to report final first quarter results the quarter ended March 31, 2005. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference. The information in this current report, including the exhibit thereto, is not deemed "filed" for purposes 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release, dated May 3, 2005, of ATS Medical, Inc. 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 hereunto duly authorized. ATS MEDICAL, INC. By: /s/ John R. Judd -------------------------- John R. Judd Chief Financial Officer Date: May 3, 2005 EXHIBIT INDEX Exhibit No. Description - ---------- ----------------------------------------------------------- 99.1 Press Release, dated May 3, 2005, of ATS Medical, Inc. EX-99.1 2 c94929exv99w1.txt PRESS RELEASE EXHIBIT 99.1 Contact: Michael Dale, President/CEO Jack Judd, Chief Financial Officer 763/553-7736 EVC Group, Inc. Doug Sherk, Jennifer Beugelmans 415/896-6820 FOR IMMEDIATE RELEASE ATS MEDICAL REPORTS FIRST QUARTER FINANCIAL RESULTS US Sales Grow 20% Year-Over-Year and 16% Sequentially Company Reconfirms Full Year 2005 Outlook MINNEAPOLIS, May 3, 2005 --ATS Medical, Inc. (Nasdaq: ATSI), developer, manufacturer and marketer of cardiac surgery products and services, including the ATS Open Pivot(R) mechanical heart valve, today reported that sales for the first quarter of 2005 increased 6% to $7.1 million, compared with sales of $6.7 million for the first quarter of 2004. The net loss for the first quarter of 2005 was $4.0 million, or $0.13 per share, compared with a net loss of $3.3 million, or $0.12 per share, in the first quarter of 2004. "Although our sales growth rate decreased during the first quarter, we remain on target to achieve our full year sales growth rate goal of 20 to 25%," said Michael D. Dale, President and CEO of ATS Medical. "During the past quarter we implemented direct efforts and supplemented distribution in certain key international markets as part of our ongoing effort to continually improve our business model through increased control of sales and marketing and improved profitability. While these efforts negatively affected international sales during the quarter, the reduced growth rate is timing related and not reflective of any loss of business. On the contrary, we remain optimistic regarding our expectations for continued growth in our international business for 2005. Domestically during the first quarter, we continued to make progress in gaining traction and market share in the US, which we believe is now more than 10 percent of mechanical heart valve procedures. In addition, while the total number of US open heart centers where we have a presence continues to grow, more importantly, the number of customers that we did business with during the past 12-month period grew significantly. As of March 31, 2005, the number of customers that we did business with grew 37% compared with the previous 12-month period ended March 31, 2004. We believe that this statistic illustrates the progress we are making in converting new customers into repeat sales." "The first quarter was also notable as it represented our first full quarter of partnership with CyroCath Technologies in the US. Our efforts to build awareness and market share for the surgical treatment of cardiac arrhythmias with CryoCath's surgical products has thus far been, in all respects, a successful partnership." continued Mr. Dale. "Based on our experience during first quarter we remain excited about the opportunities for this technology and continue to believe that it will generate material revenue and profits for our shareholders as well as complement our existing selling efforts for the ATS Open Pivot(R) heart valve. We believe that this experience further validates our strategy of growing our portfolio of technology dedicated to the cardiac surgeon and we continue to evaluate other opportunities to broaden our business opportunity in cardiac surgery. In summary, combined heart valve and CryoCath product sales resulted in US sales revenue growth of 20% compared with the first quarter of 2004 and 16% compared with the fourth quarter of 2004." "Looking ahead to the remainder of 2005, we reconfirm our guidance for total sales growth for the full year of between 20% and 25% compared with 2004, which implies a range of $33 million to $35 million. We also continue to expect that we will consume our remaining high cost pyrolytic carbon inventory early in 2006. Our strategy to self-manufacture 100% of our future product component requirements remains on schedule, and our cash balances to support this effort as well as other business operations remains sufficient to see us through profitability, which we still predict will occur in the first half of 2006." concluded Mr. Dale. CONFERENCE CALL TODAY - --------------------- ATS management will host a conference call and web cast today, May 3, 2005 at 4:30 p.m. ET to discuss its first quarter financial results, outlook for the remainder of 2005 and current corporate developments. The dial in number for the conference call is 800-219-6110 for domestic participants and 303-262-2139 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 ET on Tuesday, May 10, 2005 and can be accessed by dialing 800-405-2236 for domestic callers and 303-590-3000 for international callers, using the passcode 11027542#. A live webcast of the call can be accessed at http://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 manufactures and markets products and services focused on cardiac surgery. It is headquartered in Minneapolis and is global in scope with sales in more than 45 countries. The ATS Open Pivot heart valve has been implanted in over 100,000 patients and utilizes a unique pivot design resulting in improved performance and a lower risk profile. The ATS Medical web site 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, 2004. ## ATS MEDICAL, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three months ended March 31, ------------------------- 2005 2004 -------- -------- Net sales $ 7,063 $ 6,694 Cost of goods sold 4,301 4,766 -------- -------- Gross profit 2,762 1,928 Operating expenses: Sales and marketing 4,731 3,666 Research and development 302 187 General and administrative 1,689 1,381 -------- -------- Total operating expenses 6,722 5,234 -------- -------- Operating loss (3,960) (3,306) -------- -------- Interest income 1 1 -------- -------- Net loss ($ 3,959) ($ 3,305) ======== ======== Net loss per share: Basic and diluted ($ 0.13) ($ 0.12) Weighted average number of shares outstanding: Basic and diluted 30,913 26,802
ATS MEDICAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
March 31, December 31, 2005 2004 ------- ------- ASSETS Cash and short-term investments $ 9,660 $15,994 Accounts receivable 8,349 7,893 Inventories 26,982 24,303 Prepaid expenses 1,050 1,053 ------- ------- Total current assets 46,041 49,243 Property and equipment, net 7,865 7,650 Other inventories -- 3,000 Intangible assets 18,713 18,720 Other assets 436 438 ------- ------- TOTAL ASSETS $73,055 $79,051 ======= ======= LIABILITIES & SHAREHOLDERS' EQUITY Accounts payable $ 2,811 $ 4,049 Accrued compensation 1,208 1,797 Other accrued liabilities 1,118 1,174 Current maturities of long-term debt 833 764 ------- ------- Total current liabilities 5,970 7,784 Long-term liabilities 1,564 1,826 Shareholders' equity 65,521 69,441 ------- ------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $73,055 $79,051 ======= =======
ATS MEDICAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (IN THOUSANDS)
Three months ended March 31, ---------------------------- 2005 2004 ------- ------- OPERATING ACTIVITIES Net loss ($3,959) ($3,305) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 369 265 Compensation expense on stock options 4 25 Loss on disposal of equipment 17 -- Non-cash interest expense 7 -- Changes in operating assets and liabilities (2,067) 2,527 ------- ------- Net cash used by operating activities (5,629) (488) INVESTING ACTIVITIES Maturities of short-term investments, net of purchases 3,396 250 Net purchases of furniture, machinery and equipment (601) (108) ------- ------- Net cash provided by investing activities 2,795 142 FINANCING ACTIVITIES Net proceeds from sale of common stock 92 118 Repayments on note payable (139) -- ------- ------- Net cash provided by (used in) financing activities (47) 118 Other items (57) (11) ------- ------- Decrease in cash and cash equivalents ($2,938) ($ 239) ======= =======
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