-----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, F2Mz+XkxWlvrdyNqc8jcR/newOioo2JQE2dQ0ZWztb8UF7xunc2pm5rO1MCbc9yR dTjkQOz4WMazvIP1qWd1zg== 0000950134-04-015802.txt : 20041027 0000950134-04-015802.hdr.sgml : 20041027 20041027170549 ACCESSION NUMBER: 0000950134-04-015802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 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: 041100150 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 c89131e8vk.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: OCTOBER 27, 2004 (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 (IRS Employer Identification No.) incorporation) 3905 ANNAPOLIS LANE N. 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 October 27, 2004, ATS Medical, Inc. (the "Company") issued a press release to report the Company's results of operations and financial condition for the completed fiscal quarter ended September 30, 2004. 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 October 27, 2004, 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: October 27, 2004 EXHIBIT INDEX Exhibit No. Description - ---------- -------------------------------------------------------------- 99.1 Press Release, dated October 27, 2004, of ATS Medical, Inc. EX-99.1 2 c89131exv99w1.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 Anne Bugge 206/926-5220 FOR IMMEDIATE RELEASE ATS MEDICAL REPORTS 41 PERCENT REVENUE GROWTH IN THIRD QUARTER o US SALES UP 38% o INTERNATIONAL SALES UP 43% o CONFERENCE CALL SCHEDULED FOR TODAY AT 5 PM EDT MINNEAPOLIS, October 27, 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 third quarter of 2004 increased 41 percent to $6.5 million, compared to sales of $4.6 million for the third quarter of 2003. The net loss for the third quarter of 2004 was $4.5 million and was impacted by approximately $400,000 in factory production ramp up costs recognized as cost of goods sold. The third quarter 2003 net loss was $307,000, which was benefited by a $2.6 million gain on extinguishment of debt. For the first nine months of 2004, revenue increased 62 percent to $20.8 million, as compared to $12.9 million for 2003. Net loss for the first nine months of 2004 was $11.2 million compared with $4.9 million for 2003. Michael D. Dale, President and CEO of ATS Medical commented, "We are pleased with our continued progress in all markets. In the U.S. market we grew sales 38 percent compared to the third quarter of 2003 to $2.0 million. We sold to more open heart centers during the quarter than in any other quarter of our company's history. In international markets, we grew sales 43 percent to $4.5 million. "Worldwide, we now estimate that our procedure share of the mechanical heart valve market to be more than 13%, and that our growing open heart surgery center presence is fast becoming the cardiac surgery business platform we set out to build two years ago. We look forward to leveraging this platform in the coming year." Mr. Dale continued, "The production ramp-up at our carbon facility remains on schedule and most of our work force at the facility has now been hired. We expect training in large part to be completed by the end of the fourth quarter. We continue to believe that we will realize significant cost savings by manufacturing our own pyrolytic carbon components. These lower manufacturing costs represent a primary factor behind our predicted profitability in 2006. "Looking ahead to the remainder of 2004, we continue to expect total sales for the year to be at least $28 million, a growth rate of more than 50 percent over 2003. Our initial estimate for 2005 will be to grow revenue by at least 20 to 25 percent versus 2004." concluded Mr. Dale. CONFERENCE CALL TODAY - --------------------- ATS management will host a conference call and webcast today, October 27 at 5 p.m. ET to discuss its third quarter financial results, outlook for 2004 and current corporate developments. The dial in number for the conference call is 800-218-9073 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 Easter time on Wednesday, November 3, 2004 and can be accessed by dialing 800-405-2236 for domestic callers and 303-590-3000 for international callers, using the passcode 11010821#. 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 95,000 patients and utilizes a unique pivot design 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) ATS MEDICAL, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS)
Three months ended Nine months ended September 30, September 30, ----------- -- ----------- ------------ -- ----------- 2004 2003 2004 2003 ----------- ----------- ------------ ----------- Net sales $6,547 $4,639 $20,789 $12,850 Cost of goods sold 5,178 3,255 15,372 9,252 ----------- ----------- ------------ ----------- Gross profit 1,369 1,384 5,417 3,598 Operating expenses: Sales and marketing 4,211 2,809 11,827 6,350 Research and development 278 384 651 1,213 General and administrative 1,423 1,091 4,171 3,121 Extinguishment of debt 0 (2,575) 0 (2,575) ----------- ----------- ------------ ----------- Total operating expenses 5,912 1,709 16,649 8,109 ----------- ----------- ------------ ----------- Operating loss (4,543) (325) (11,232) (4,511) ----------- ----------- ------------ ----------- Interest income (expense) 17 18 33 (438) ----------- ----------- ------------ ----------- Net loss ($4,526) ($307) ($11,199) ($4,949) =========== =========== ============ =========== Net loss per share: Basic and diluted ($0.15) ($0.01) ($0.40) ($0.21) Weighted average number of shares outstanding: Basic and diluted 30,730 24,743 28,215 23,138
ATS MEDICAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
September 30, December 31, 2004 2003 ---------------- ----------------- CURRENT ASSETS Cash and short-term investments $20,692 $8,475 Accounts receivable 6,772 4,939 Inventories 20,398 20,377 Prepaid expenses 497 508 ---------------- ----------------- Total current assets 48,359 34,299 Property and equipment, net 6,933 5,895 Other inventories 8,000 17,000 Intangible assets 18,727 18,500 Other assets 437 440 ---------------- ----------------- TOTAL ASSETS $82,456 $76,134 ================ ================= LIABILITIES Accounts payable $2,851 $989 Accrued payroll 1,669 1,343 Other accrued liabilities 647 692 Current maturities of long-term debt 556 0 ---------------- ----------------- Total current liabilities 5,723 3,024 Long-term liabilities 145 307 Long-term debt 1,944 0 Shareholders' equity 74,644 72,803 ---------------- ----------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $82,456 $76,134 ================ =================
ATS MEDICAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (IN THOUSANDS)
Nine months ended September 30, ------------------------------------ 2004 2003 ---------------- ---------------- OPERATING ACTIVITIES Net loss ($11,199) ($4,949) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 802 583 Compensation expense on stock options 33 5 Loss on disposal of equipment 14 2 Non-cash interest expense 5 320 Gain on extinguishment of debt 0 (2,575) Changes in operating assets and liabilities 9,141 6,577 ---------------- ---------------- Net cash used by operating activities (1,204) (37) INVESTING ACTIVITIES Sales of short-term investments, net of purchases 1,981 (743) Purchases of intangibles (232) (12,000) Net purchases of furniture, machinery and equipment (1,854) (595) ---------------- ---------------- Net cash used by investing activities (105) (13,338) FINANCING ACTIVITIES Net proceeds from sale of common stock 12,975 11,555 Advances on notes payable 2,500 0 ---------------- ---------------- Net cash provided by financing activities 15,475 11,555 Effect of exchange rate changes on cash 32 0 ---------------- ---------------- Increase (decrease) in cash and cash equivalents $14,198 ($1,820) ================ ================
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