-----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, Rk0k2aCmuHqtoWm/8K2gZ7HHuxEh8uFFpG1/sseztifF4K3pBzbzWGAmJsshHp8C RtNsQC228nIMKGeo8NiqTQ== 0001299933-08-003720.txt : 20080804 0001299933-08-003720.hdr.sgml : 20080804 20080804164006 ACCESSION NUMBER: 0001299933-08-003720 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080804 DATE AS OF CHANGE: 20080804 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: 08988527 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 htm_28363.htm LIVE FILING ATS Medical, Inc. (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):   August 4, 2008

ATS Medical, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Minnesota 0-18602 41-1595629
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
3905 Annapolis Lane North, Minneapolis, Minnesota   55447
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   763-553-7736

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 August 4, 2008, ATS Medical, Inc. ("ATS" or the "Company") issued a press release to report final financial results for its three and six month periods ended June 28, 2008. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference. The information under Item 2.02 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.

Exhibits.

99.1 Press Release of ATS Medical, Inc. dated August 4, 2008.






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.
          
August 4, 2008   By:   Michael R. Kramer
       
        Name: Michael R. Kramer
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release of ATS Medical, Inc. dated August 4, 2008
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

     
Contacts:
  Investors:
Michael Dale, President/CEO
763-553-7736
Michael Kramer, CFO
  Jenifer Kirtland/Doug Sherk
415-896-6820
Media:
763-557-2222
  Steve DiMattia, 646-201-5445

ATS Medical Announces Second Quarter Results
Second Quarter 2008 Revenue Increases 36% to $16.9 Million
Gross Profit Margin at 60.9% Sets Quarterly Record
Company Raises Lower End of 2008 Revenue Guidance

MINNEAPOLIS, MN, August 4, 2008 — ATS Medical, Inc. (Nasdaq: ATSI), manufacturer and marketer of state-of-the-art cardiac surgery products and services, today reported financial results for the second quarter ended June 28, 2008. Revenue for the quarter was $16.9 million, up 36.1% from $12.4 million reported in the second quarter of 2007, and at the upper end of its preliminary guidance of $16.7 million to $16.9 million provided on July 7, 2008.

Domestic revenue increased 63.9% and international revenue increased 22.8% over the second quarter of 2007. Revenue from the Company’s ATS CryoMaze cryoablation products for the treatment of cardiac arrhythmias grew 227% to a quarterly record of $4.4 million. Revenue from the Company’s heart valve therapy products, consisting of mechanical valves, tissue valves and repair products, was up 12.2% on a year-over-year basis to $12.1 million. The growth reflected an 8.1% increase in mechanical valve revenue, an 80.6% increase in valve repair revenue and a 224% increase in tissue valve revenue. Revenue from products and services other than the Company’s mechanical valves represented 36% of total revenue during the second quarter of 2008 compared with 19% in the second quarter of 2007.

Gross profit margin for the second quarter of 2008 set another quarterly record at 60.9%, representing significant improvement from 55.3% in the second quarter of 2007. Gross margin improvements were the result of lower product costs and increased contribution of new products. The second quarter of 2008 was the fourth consecutive quarter of gross margin improvement for ATS. The prior record for gross margin was 60.3% in the first quarter of 2008.

“Our strong second quarter revenue growth and gross profit improvement demonstrate measurable progress toward our near term goals of attaining positive cash flow and profitability,” said Michael Dale, Chairman, President and Chief Executive Officer. “Our growth was widespread both geographically and across multiple product segments, demonstrating the expanding market acceptance of the ATS brand. We were especially pleased with growth in the United States, which is maintaining its positive momentum as a result of several new product introductions and growing brand awareness.”

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Recent and Upcoming New Product Highlights

Surgical Arrhythmias

    Minimally invasive surgical ablation: The Company is developing procedure protocols and physician education programs to expand market awareness and the utility of the Company’s CryoMaze products for the minimally invasive treatment of cardiac arrhythmias.

    ATS CryoMaze surgical ablation system: Several new products are under development to enhance the utility of the Company’s existing products and tools for the treatment of cardiac arrhythmias. The Company anticipates launching a next generation ablation clamp and probe in the third quarter.

Tissue Heart Valves

    ATS 3f® Aortic Bioprosthesis: The Company’s first generation tissue valve was launched on a targeted basis in several international markets in the first half of 2008. Initial market response has been positive and second quarter 2008 tissue valve revenue increased 96% compared to the first quarter of 2008 and 224% compared to the second quarter of 2007.

As announced previously, in the first quarter of 2008 the Food and Drug Administration (FDA) asked ATS to provide additional information and clarification in support of its Premarket Approval Application for the ATS 3f Aortic Bioprosthesis. The Company submitted answers to the FDA in March 2008. Management continues to expect that the ATS 3f Aortic Bioprosthesis will be approved in the second half of 2008.

    ATS 3f Enable Aortic Bioprosthesis: Enrollment continues to progress with excellent clinical results in the Company’s European clinical trial of its Enable sutureless tissue valve, which is designed to provide a less invasive approach for aortic valve replacement. The Company expects to complete enrollment in the CE Mark clinical trial during the third quarter. Regulatory approval for commercialization in Europe is expected in mid-2009.

Mechanical Valves

    ATS Open Pivot AP360™ Mechanical Heart Valve: The Company commenced a limited launch of its ATS AP360 Heart Valve in the first quarter. The AP360 is the Company’s most competitive Open Pivot product, with the same hemodynamic features as its existing supra annular AP valve but with a revised cuff design to enable easier suturing. Physician response continues to be excellent. The Company has enjoyed ongoing success with the AP360 as evidenced by the addition of several new mechanical valve customers since its launch.

Repair Products

    ATS Simulus® Semi-Rigid Ring: A full launch of the Semi-Rigid Ring is underway; initial surgeon feedback has been very positive and contributed to revenue growth of 76.0% in the first half of 2008 compared to the first half of 2007.

“Our second quarter revenue growth was especially strong due to increasing contributions from our non-mechanical valve products,” continued Mr. Dale. “While we continue to grow revenue from our core mechanical valve line, our non-mechanical valve revenue grew approximately 153% over the second quarter of 2007, even without contributions from our tissue valve in the United States. We believe our recently-launched products and strong product pipeline will enable us to continue growing record revenue in 2008 and beyond.”

Additional Financial Results

The operating loss for the second quarter of 2008 was $2.8 million compared with an operating loss of $8.3 million in the second quarter of 2007. The operating loss for the second quarter of 2007 included non-recurring charges for acquired in-process research and development of $3.5 million in connection with the acquisition of the surgical cryoablation assets of CryoCath Technologies and an impairment charge related to the Company’s PARSUS development program of $755,000.

The net loss for the second quarter of 2008 was $4.7 million, or $0.08 per share, compared with $8.7 million, or $0.18 per share in the second quarter of 2007. Included in the second quarter 2008 net loss was a charge of approximately $1.3 million due to the final mark-to-market revaluation of the ALTA warrant. Excluding this non-recurring charge, the adjusted net loss would have been $3.4 million, or $0.06 per share.

2008 Revenue Outlook

For the full year 2008 the Company now expects revenue to be in a range of $64 to $66 million versus its previous guidance of $62 to $66 million. The Company expects to generate an operating profit during the fourth quarter of 2008.

Conference Call Today

ATS management will host a conference call today, August 4, 2008 at 5:00 p.m. ET to discuss its second quarter financial results and current corporate developments. The dial-in number for the conference call is 800-218-0204 for domestic participants and 303-262-2130 for international participants. A live webcast of the call can also be accessed at www.atsmedical.com by clicking on the Investors icon.

A taped replay of the conference call will also be available beginning approximately one hour after the call’s conclusion and will remain available for seven days. The replay can be accessed by dialing 800-405-2236 for domestic participants and 303-590-3000 for international callers, using the passcode 11117352#.

Disclosure of Non-GAAP Financial Measures

ATS reports its financial results in accordance with generally accepted accounting principles (“GAAP”). In addition, from time to time, we include other measures in our releases which are not prepared in accordance with GAAP. Investors should consider these non-GAAP measures in addition to, not as a substitute for or as superior to, financial reporting measures prepared in accordance with GAAP. In this release we have included adjusted versions of our net loss and net loss per share for the second quarter of 2008, which exclude the impact of the $1.3 million final mark-to-market charge related to the ALTA warrant. These non-GAAP measures do not reflect the impact of the $1.3 million charge because we believe that this charge will not be incurred on a regular basis going forward. We use these adjusted net loss and adjusted net loss per share measures in our internal analysis and review of our operational performance. We believe that these non-GAAP measures provide investors with useful information in comparing our performance over different periods, particularly when comparing one of these periods to a period in which we did not incur this kind of charge. By using these non-GAAP measures we believe investors get a better picture of the performance of our underlying business. We have also included as an attachment to this release a schedule which reconciles our net loss and net loss per share prepared in accordance with GAAP to our adjusted net loss and adjusted net loss per share presented above.

About ATS Medical

ATS Medical, Inc. provides innovative products and services focused on cardiac surgery. The company, global in scope, is headquartered in Minneapolis, Minnesota. More than 150,000 ATS Open Pivot® Heart Valves, which utilize a unique pivot design resulting in exceptional performance and low risk profile, have been implanted in patients worldwide. The ATS 3f® brand encompasses multiple tissue heart valve product offerings at varying steps from market introductions to clinical trials to development projects that incorporate less invasive valve replacement technology. ATS Medical’s focus on serving the cardiac surgery community is further strengthened by offerings that include ATS Simulus® annuloplasty products for heart valve repair and ATS CryoMaze surgical ablation products. The ATS Medical web site is http://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 the results of clinical trials, the timing of regulatory approvals, the integration of 3f Therapeutics and the surgical cryoablation business of CryoCath Technologies, Inc., 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, including its Form 10-K for the year ended December 31, 2007 and its most recent quarterly report on Form 10-Q.

2

                                 
ATS Medical, Inc.                    
Condensed Consolidated Statements of Operations            
(in thousands except per share amounts)        
    Quarter Ended   Six Months Ended
    June 28,   June 30,   June 28,   June 30,
    2008   2007   2008   2007
Net sales
  $ 16,900     $ 12,417     $ 31,745     $ 23,213  
Cost of goods sold
    6,610       5,545       12,507       10,098  
 
                               
Gross profit
    10,290       6,872       19,238       13,115  
 
                               
Operating expenses:
                               
Sales and marketing
    7,147       6,115       13,634       12,038  
Research and development
    2,302       1,901       4,508       3,558  
In-process research and development
          3,500             3,500  
General and administrative
    2,764       2,491       5,768       5,107  
Amortization of intangibles
    890       414       1,781       829  
Intangible asset impairment
          755             755  
 
                               
Total operating expenses
    13,103       15,176       25,691       25,787  
 
                               
Operating loss
    (2,813 )     (8,304 )     (6,453 )     (12,672 )
 
                               
 
                               
Interest expense, net
    (657 )     (307 )     (1,276 )     (752 )
Other income (expense), net
    (1,040 )     (105 )     878       (111 )
 
                               
Net loss before income taxes
    (4,510 )     (8,716 )     (6,851 )     (13,535 )
Income tax expense
    (159 )     (1 )     (229 )     (2 )
 
                               
 
                               
Net loss
    ($4,669 )     ($8,717 )     ($7,080 )     ($13,537 )
 
                               
 
                               
Net loss per share:
                               
Basic and diluted
    ($0.08 )     ($0.18 )     ($0.12 )     ($0.30 )
 
                               
 
                               
Weighted average number of shares outstanding:
                               
Basic and diluted
    60,018       49,406       59,877       45,749  
 
                               

3

                 
ATS Medical, Inc.        
Condensed Consolidated Balance Sheets        
(in thousands)        
    June 28,   December 31,
    2008   2007
Assets
               
Cash and short-term investments
  $ 10,914     $ 14,669  
Accounts receivable
    12,853       11,186  
Inventories
    20,024       18,743  
Prepaid expenses
    1,165       1,143  
 
               
Total current assets
    44,956       45,741  
 
               
Property and equipment, net
    7,484       7,739  
Intangible assets
    49,839       50,779  
Other assets
    1,444       1,638  
 
               
Total assets
  $ 103,723     $ 105,897  
 
               
 
               
 
               
Liabilities & shareholders’ equity
               
Accounts payable
  $ 5,230     $ 4,794  
Accrued compensation
    2,830       2,361  
Other accrued liabilities
    2,577       2,000  
Current maturities of bank notes payable
    2,646       2,457  
Warrant liability
          3,913  
 
               
Total current liabilities
    13,283       15,525  
 
               
Convertible senior notes payable
    17,478       17,436  
Bank notes payable
    5,292       6,143  
Payable to CryoCath Technologies Inc.
    1,824       1,742  
Deferred income taxes
    191       95  
 
               
Shareholders’ equity
    65,655       64,956  
 
               
Total liabilities & shareholders’ equity
  $ 103,723     $ 105,897  
 
               

4

                 
ATS Medical, Inc.    
Consolidated Condensed Statements of Cash Flow    
(in thousands)    
    Six Months Ended
    June 28,   June 30,
    2008   2007
Operating activities
               
Net loss
    ($7,080 )     ($13,537 )
Adjustments to reconcile net loss to net cash
               
used in operating activities:
               
Depreciation and amortization
    2,946       1,813  
Stock compensation expense
    769       623  
Acquired in-process research and development
          3,500  
Impairment of intangibles
          755  
Deferred income taxes
    96        
Non-cash interest expense
    317       230  
Change in value of common stock appreciation rights and convertible senior notes derivative liabilities
    (273 )     241  
Changes in operating assets and liabilities
    (1,278 )     1,947  
 
               
Net cash used in operating activities
    (4,503 )     (4,428 )
 
               
Investing activities
               
Maturities of short-term investments, net of purchases
    4,183       4,224  
Payments for business acquisitions
    (1,000 )     (22,000 )
Business acquisition costs
          (1,655 )
Payments for technology licenses and other intangibles
          (23 )
Purchases of furniture, machinery and equipment
    (886 )     (273 )
 
               
Net cash provided by (used in) investing activities
    2,297       (19,727 )
 
               
Financing activities
               
Advances on bank notes payable
          8,600  
Repayments on notes payable
    (662 )     (2,327 )
Net proceeds from sales of common stock and warrants
    3,381       31,071  
Other
    31       62  
 
               
Net cash provided by financing activities
    2,750       37,406  
 
               
Effect of foreign exchange rate changes
    (117 )     (89 )
 
               
Increase in cash and cash equivalents
  $ 427     $ 13,162  
 
               

   

5

                                 
ATS Medical, Inc.        
Selected Revenue Information        
(in thousands)        
    Quarter Ended   Six Months Ended
    June 28,   June 30,   June 28,   June 30,
    2008   2007   2008   2007
 
                               
Heart valve therapy
  $ 12,093     $ 10,780     $ 22,774     $ 19,771  
Surgical arrhythmia
    4,386       1,341       8,234       2,819  
Surgical tools & accessories
    421       296       737       623  
 
                               
Total revenue
  $ 16,900     $ 12,417     $ 31,745     $ 23,213  
 
                               

6

         
ATS Medical, Inc.
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
(in thousands)
Unaudited
 
   Quarter Ended
   June 28, 2008
Net loss, as reported
  $ (4,669 )
Adjustment to net loss:
       
Mark to market charge-ALTA warrant
    1,278  
Net loss, as adjusted
  $ (3,391 )
 
       
Net loss per share, as reported:
       
Basic and diluted
  $ (0.08 )
Adjustment to net loss per share:
       
Mark to market charge-ALTA warrant
    0.02  
 
       
Net loss per share, as adjusted:
       
Basic and diluted
  $ (0.06 )
 
       
Weighted average number of shares outstanding, basic and diluted
    60,018  
 
       

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