<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-20584
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ABIOMED, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2743260
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(State of incorporation) (IRS Employer No.)
33 CHERRY HILL DRIVE
DANVERS, MASSACHUSETTS 01923
-------------------------------
(Address of principal executive offices, including zip code)
(978) 777-5410
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of July 23, 1999, there were 8,653,102 shares outstanding of the registrant's
Common Stock, $.01 par value.
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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Page No.
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Part I - Financial Information:
Item 1. Condensed Consolidated Financial Statements
Consolidated Balance Sheets
June 30, 1999 and March 31, 1999 3-4
Consolidated Statements of Operations
Three Months Ended June 30, 1999
and June 30, 1998 5
Consolidated Statements of Cash Flows
Three Months Ended June 30, 1999 and
June 30, 1998 6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-15
Part II - Other Information 16
Signatures 17
2
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
------------------------------
ASSETS
----------
<TABLE>
<CAPTION>
June 30, 1999 March 31, 1999
(unaudited) (audited)
------------- --------------
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents (Note 7) $ 5,710,163 $ 9,279,210
Short-term marketable securities (Note 8) 9,970,351 8,902,031
Accounts receivable, net of allowance
for doubtful accounts of $204,000 at
June 30, 1999 and March 31, 1999,
respectively 7,780,548 6,437,225
Inventories (Note 4) 3,064,801 2,895,857
Prepaid expenses and other current assets 494,157 335,403
------------- ---------------
Total current assets 27,020,020 27,849,726
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Property and Equipment, at cost:
Machinery and equipment 5,576,495 5,443,930
Furniture and fixtures 579,428 575,166
Leasehold improvements 1,838,382 1,728,351
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7,994,305 7,747,447
Less: Accumulated depreciation and amortization 4,496,925 3,884,088
--------- ---------
3,497,380 3,863,359
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Other Assets, net (Notes 2 and 9) 1,314,836 1,268,536
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$ 31,832,236 $ 32,981,621
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---------- ----------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
3
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (continued)
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
June 30, 1999 March 31, 1999
(unaudited) (audited)
---------------- ----------------
<S> <C> <C> <C>
Current Liabilities:
Accounts payable $ 810,027 $ 874,648
Accrued expenses 4,480,296 4,830,620
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Total current liabilities 5,290,323 5,705,268
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Long Term Liabilities 189,999 204,816
Stockholders' Investment (Note 5):
Class B Preferred Stock, $.01 par value-
Authorized 1,000,000 shares
Issued and outstanding-none -- --
Common Stock, $.01 par value-
Authorized 25,000,000 shares
Issued and outstanding- 8,653,102 shares at
June 30, 1999 and 8,650,802 shares at
March 31, 1999 86,531 86,508
Additional paid-in capital 58,238,283 58,219,906
Accumulated deficit (31,972,900) (31,234,877)
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Total stockholders' investment 26,351,914 27,071,537
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$ 31,832,236 $ 32,981,621
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</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
4
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (continued)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------------
June 30, 1999 June 30, 1998
----------------- ------------------
<S> <C> <C>
Revenues:
Products $ 4,020,524 $ 3,524,510
Contracts 2,331,508 2,278,733
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6,352,032 5,803,243
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Costs and expenses:
Cost of product revenues 1,357,152 1,436,865
Research and development 3,391,633 3,033,780
Selling, general and administrative 2,498,352 2,231,867
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7,247,137 6,702,512
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Loss from operations (895,105) (899,269)
Interest and other income 157,082 357,212
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Net loss $ (738,023) $ (542,057)
---------- ----------
---------- ----------
Net loss per share (Note 6):
Basic $ (0.09) $ (0.06)
Diluted $ (0.09) $ (0.06)
Weighted average shares outstanding (Note 6):
Basic 8,651,952 8,573,302
Diluted 8,651,952 8,573,302
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
5
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (continued)
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------
June 30, 1999 June 30, 1998
---------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (738,023) $ (542,057)
Adjustments to reconcile net loss to net cash
used in operating activities-
Depreciation and amortization 665,282 374,462
Changes in assets and liabilities-
Accounts receivable (1,343,323) (993,216)
Inventories (168,944) (504,187)
Prepaid expenses and other assets (257,499) 23,628
Accounts payable (64,621) (518,629)
Accrued expenses (350,324) 60,859
Long-term liabilities (14,817) (10,780)
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Net cash used in operating activities (2,272,269) (2,109,920)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of short-term marketable securities 981,288 13,076,467
Purchases of short-term marketable securities (2,049,608) (10,754,562)
Purchases of property and equipment (246,858) (652,919)
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Net cash (used in) provided by investing
activities (1,315,178) 1,668,986
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 18,400 147,107
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Net cash provided by financing activities 18,400 147,107
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NET DECREASE IN CASH AND CASH EQUIVALENTS (3,569,047) (293,827)
CASH AND CASH EQUIVALENTS, EXCLUDING
MARKETABLE SECURITIES, AT BEGINNING OF PERIOD 9,279,210 2,683,151
----------- ------------
CASH AND CASH EQUIVALENTS, EXCLUDING
MARKETABLE SECURITIES, AT END OF PERIOD $ 5,710,163 $ 2,389,324
----------- ------------
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</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
6
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PREPARATION
Our unaudited consolidated financial statements of ABIOMED, Inc. (the
Company), presented herein have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and note
disclosures required by generally accepted accounting principles. These
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in our latest audited financial
statements. These audited statements are contained in our Form 10-K for the year
ended March 31, 1999 and have been filed with the Securities and Exchange
Commission.
In our opinion, the accompanying consolidated financial statements
include all adjustments (consisting only of normal, recurring adjustments)
necessary to summarize fairly the financial position and results of operations
as of June 30, 1999 and for the three months then ended. The results of
operations for the three months ended June 30, 1999 may not be indicative of the
results that may be expected for the full fiscal year.
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company, and its wholly owned subsidiaries, and the accounts of its
majority-owned subsidiary Abiomed Limited Partnership. All significant
intercompany accounts and transactions have been eliminated in consolidation.
3. ACCOUNTS RECEIVABLE
Accounts receivable include amounts due from customers, excluding
long-term amounts due from customers under sales-type leases, net of allowance
for doubtful accounts. Accounts receivable also include amounts due from
government and other third party sources related to the our research and
development contracts and grants. These research and development contracts and
grants generally provide for payment on a cost-plus-fixed-fee basis. We seek
funding from third-parties, including government sources, to support our
research and development programs in their early stages and generally limit the
use of our own funds until the scientific risk associated with a potential
product is reduced. We recognize revenues under government contracts and
grants as work is performed, provided that the government has appropriated
sufficient funds for the work. The Company retains rights to all technological
discoveries and products resulting from these
7
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, continued)
3. ACCOUNTS RECEIVABLE (CONTINUED)
efforts. As of June 30, 1999, accounts receivable included approximately $1.9
million in connection with AbioCor development scheduled to be collected over
the remaining term of that contract which expires September 30, 2000.
4. INVENTORIES
Inventories include raw materials, work-in-process, and finished goods
and are priced at the lower of cost (first-in, first-out) or market and consist
of the following:
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
---------- ------------
<S> <C> <C>
Raw materials $ 1,228,075 $ 1,403,253
Work-in-process 566,111 636,125
Finished goods 1,270,615 856,479
----------- -----------
$ 3,064,801 $ 2,895,857
----------- -----------
----------- -----------
</TABLE>
Finished goods and work-in-process inventories consist of direct material, labor
and overhead.
5. STOCKHOLDERS' INVESTMENT
During the three months ended June 30, 1999, no options to purchase
shares of Common Stock were granted. During that same period options to purchase
14,650 shares were canceled and options to purchase 2,300 shares of Common Stock
were exercised at a price of $8.000 per share.
6. NET (LOSS) INCOME PER COMMON SHARE
We calculate net loss per common share in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, which
requires that we present both basic and diluted net (loss) income per share for
all periods presented. Basic net (loss) income per share ("Basic EPS") is
computed by dividing net (loss)
8
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, continued)
6. NET (LOSS) INCOME PER COMMON SHARE(CONTINUED)
income by the weighted average number of common shares outstanding during the
period. Diluted net (loss) income per share ("Diluted EPS") is computed by
dividing net (loss) income by the weighted average number of common and
common equivalent shares outstanding during the period using the treasury
stock method. In computing Diluted EPS, common equivalent shares are not
considered dilutive in periods in which a net loss is reported because they
are antidilutive. Accordingly, Basic EPS and Diluted EPS are the same for the
periods presented. The number of equivalent shares that otherwise would have
been dilutive for the three months ended June 30, 1999 were 266,451. For the
three months ended June 30, 1998, 263,617 shares would have otherwise been
dilutive.
7. CASH AND CASH EQUIVALENTS
We classify marketable securities with a maturity date of 90 days or
less at the time of purchase are classified as a cash equivalent.
8. MARKETABLE SECURITIES
We classify any security with a maturity of greater than 90 days at
the time of purchase as marketable securities and classify marketable
securities with a maturity of greater than one year from the balance sheet
date as long-term investments. At June 30, 1999 these marketable securities
consisted primarily of government grade securities and high-grade corporate
bonds. The amortized cost of these securities approximated market value.
9. OTHER ASSETS
Other assets include approximately $165,000 in unamortized purchase
cost of the Company's majority interest of the Abiomed Limited Partnership. The
interest in the Abiomed Limited Partnership is being amortized over its useful
life of five years. Abiomed Limited Partnership (the Partnership) was formed in
March 1985 and provided initial funding for the design and development of
certain of our products.
Through August 3, 2000, a royalty is owed to the Partnership equal to
5.5% of certain revenues from these products. Because the Company owns 61.7% of
the Partnership, the net royalty expense to the
9
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, continued)
9. OTHER ASSETS (CONTINUED)
Company is approximately 2.1% of these product revenues. This royalty formula is
subject to certain maximum amounts and to certain additional adjustments in the
event that the Company sells the technology. The Partnership is inactive except
with respect to receiving and distributing proceeds from these royalty rights.
Also included in other assets are long-term accounts receivable
related to sales-type leases. The terms of these non-cancelable leases are
one to three years. As of June 30, 1999, the total amount due from sales-type
leases was $2,375,000 of which $944,000 was classified as long-term
receivables. As of March 31, 1999, the total amount due from these sales-type
leases was $2,263,000 of which $892,000 was classified as long-term
receivables.
Other assets also include the unamortized cost of a number of awarded
and pending patents. As of June 30, 1999, the unamortized cost of these patents
approximated $205,000. As of March 31, 1999, the unamortized cost of these
patents approximated $176,000.
10. RECLASSIFICATION OF PRIOR YEAR AMOUNTS
Certain prior year financial statement information has been
reclassified to be consistent with the current year presentation.
11. SEGMENT AND ENTERPRISE WIDE DISCLOSURES
We believe that the Company operates in one business segment; the
research, development, and sale of medical devices, with a primary focus on
cardiac assist and heart replacement systems.
10
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999
NET LOSS
Net loss for the three months ended June 30, 1999 was approximately
$738,000, or $0.09 per share. This compares to a net loss of approximately
$542,000, or $0.06 per share, in the same period of the previous year. The
losses for both three month periods are primarily attributable to the
Company's development and pre-clinical testing costs associated with its
AbioCor(TM) implantable replacement heart ("AbioCor").
REVENUES
Product revenues increased by 14% to $4.0 million in the three
months ended June 30, 1999 from $3.5 million in the three months ended June
30, 1998. This 14% increase was due primarily to increased average selling
prices for BVS blood pumps and consoles. Domestic sales accounted for 97% of
total product revenues in the three months ended June 30, 1999 and 92% for
the same period a year earlier.
Contract revenues were $2.3 million for both of the three months ended
June 30, 1999 and June 30, 1998. Approximately $1.8 million of the contract
revenues recognized in each of these periods were derived from the Company's
AbioCor government contract. We recognize revenue under government contracts and
grants as work is performed, provided that the government has appropriated
sufficient funds for the work. As of June 30, 1999, the government has
appropriated all of the $8.5 million AbioCor contract amount, including the $1.8
million appropriated and recognized as revenue during the quarter ended June 30,
1999. No amount remains to be recognized under the AbioCor contract as of
June 30, 1999.
As of June 30, 1999, the Company's total backlog of research and
development contracts and grants was $3.1 million, including $1.3 million for
AbioBooster(TM) research and development. Funding for these government research
and development contracts is subject to government appropriation, and all of
these contracts contain provisions that make them terminable at the convenience
of the government. The Company retains rights to all technological discoveries
and products resulting from these efforts.
11
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
COSTS AND EXPENSES
Total costs and expenses increased to $7.2 million, 114% of total
revenues, for the three months ended June 30, 1999, from $6.7 million, 115%
of total revenues, for the three months ended June 30, 1998. The increase
primarily reflects increased activities related to the development and
pre-clinical testing of the AbioCor and enhancements to the BVS.
Cost of product revenues as a percentage of product revenues were
34% and 41% for the three months ended June 30, 1999 and June 30, 1998,
respectively. The majority of this decrease in cost of products sold as a
percentage of product revenues was attributable to higher average selling
prices during the current period than the same period last year, and a higher
percentage of product revenues derived from blood pump sales, including blood
pumps sold under sales-type lease programs. Blood pumps generally have a
higher direct profit margin than BVS console sales.
Research and development expenses increased by 12% to $3.4 million, 53%
of total revenues, for the three months ended June 30, 1999, from $3.0 million,
52% of total revenues, for the three months ended June 30, 1998. The increase
primarily reflected higher levels of spending to advance the development of the
AbioCor and to enhance the BVS. Research and development expenses during the
three months ended June 30, 1999 included $2.3 million of expenses incurred in
connection with our development activities for the AbioCor, compared to $2.1
million for the same period of the prior year.
Selling, general and administrative expenses increased by 12% to $2.5
million, 39% of total revenues, for the three months ended June 30, 1999, from
$2.2 million, 38% of total revenues, for the three months ended June 30, 1998.
This increase is primarily attributed to increased selling and marketing
expenditures as a result of our implementing new programs designed to improve
sales of our disposable blood pumps. Legal expenses have also increased during
the first three months of fiscal 2000 in comparison to the prior year, primarily
as a result of our litigation with World Heart Corporation and the Ottawa Heart
Research Corporation.
INTEREST AND OTHER INCOME
Interest and other income consists primarily of interest income generated from
our investment balances, net of interest and other expenses. Interest and other
income decreased to $157,000 for the three months ended June 30, 1999 from
$357,000 for the three months ended June 30, 1998. This decrease was primarily
due to lower average funds available for investment.
12
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
INTEREST AND OTHER INCOME (CONTINUED)
Income taxes incurred during these periods were not material and the Company
continues to have significant net tax operating loss and tax credit
carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, our balance in cash and short-term marketable
securities was $15.7 million. The Company also has a $3.0 million line of credit
from a bank that expires on November 30, 1999, and which was entirely available
at June 30, 1999.
In the three months ended June 30, 1999, operating activities used cash
of $2,272,000. Net cash used by operating activities during the three months
ended June 30, 1999 reflected a net loss of $738,000, increases in accounts
receivable, inventory and prepaid expenses of $1,343,000, $169,000, $257,000
respectively, and decreases in accounts payable, accrued expenses, and long term
liabilities of $65,000, $350,000, and $15,000 respectively. These uses of cash
were partially offset by depreciation and amortization expense of $665,000
included in the net loss. The increase in accounts receivable is
primarily attributable to the timing of collections related to our AbioCor
government contract.
During the three months ended June 30, 1999, investing activities used
$1,315,000 of cash. Cash used in investing activities included net purchases of
short-term marketable securities of $1,068,000 and $247,000 of purchases of
capital equipment and improvements of property primarily to support the advanced
development of the AbioCor.
During the three months ended June 30, 1999, financing activities
provided $18,000 of cash from the exercise of stock options.
Although the Company does not currently have significant capital
commitments, we believe that we will continue to make significant investments
over the next several years to support the development and commercialization
of our products and the expansion of our manufacturing and product
development facilities. In addition, we estimate that we may incur additional
cost of approximately $1.3 million as we complete preparations for and move
to our new facility in 1999 and 2000. These estimated costs include costs to
construct and qualify manufacturing clean rooms and costs for internal
information and telephone systems and furniture. We are scheduled to begin
moving to the new facility in July 1999. We intend to use the new facility to
consolidate and expand our headquarters, manufacturing and research and
development.
13
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
We believe that the Company's revenue and existing resources will be
sufficient to fund our planned operations, including the planned increases in
our internally funded AbioCor and new BVS development and product extension
efforts, for at least the next twelve months. However, we estimate that it will
require significant additional funds in order to complete the development,
conduct clinical trials, and achieve regulatory approvals of the AbioCor and
other products under development over the next several years.
YEAR 2000 READINESS DISCLOSURE
As the year 2000 approaches, it is generally anticipated that
computers, software and other equipment utilizing microprocessors may be unable
to function properly. We have evaluated this potential issue with respect to our
products, our financial and management information systems and our suppliers.
With respect to our products, the software controlling the BVS drive console
includes internal counters, but the BVS operation is not related in any way to a
specific calendar date. Accordingly, we believe that the BVS will not need any
repair or modification with regard to the year 2000 issue. With respect to our
financial and management information systems, we successfully installed and
tested a year 2000 upgrade to our primary system and are currently working on
execution of a plan to ensure that all personal computers ("PCs") and
applications are fully assessed and updated to be year 2000 compliant before the
end of 1999. To date, expenditures for new PCs, software applications, and
operating systems under our year 2000 plan have amounted to less than $100,000.
Remaining expenditures to complete the plan are expected to be immaterial. With
respect to our suppliers, we are completing an assessment of vendors begun in
fiscal 1999 and are increasing safety stocks of materials and inventory where a
prolonged loss of material and inventory deliveries would have an adverse impact
on our business, financial condition and results of operations. We have also
made inquiries to assess our key service providers such as financial
institutions, our payroll service provider, and our retirement plan
administrator as to their year 2000 readiness and have received assurances that
the vendors' critical systems have been updated, tested, and found to be
compliant.
Although we do not expect year 2000 issues to have a material impact on
our business or future results of operations, there may be interruptions of
operations or other limitations of system functionality or we may incur
significant costs to avoid such interruptions or limitations. To the extent that
we do not eliminate all year 2000 issues, the most likely worst case year 2000
scenario is systemic failures beyond the control of the Company, such as
prolonged
14
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
YEAR 2000 READINESS DISCLOSURE (CONTINUED)
telecommunications or electrical failure, or a general disruption in supplies
and services provided to the Company which could have a material adverse effect
on our business, results of operations and financial condition.
RISK FACTORS WHICH MAY AFFECT FUTURE RESULTS
This document contains forward looking statements, including
statements regarding the anticipated timing and cost of our AbioCor
development activities, enhancements to be made to the BVS, planned expansion
of our manufacturing and product development facilities, adequacy of existing
resources and overcoming Year 2000 related issues. The Company's actual
results, including our AbioCor development, BVS enhancements, facility
expansion, adequacy of resources and overcoming Year 2000 issues may differ
materially based on a number of factors, both known and unknown, including:
uncertainty of product development and clinical trials, complex
manufacturing, high quality requirements, unproven demonstration of required
reliability of products under development, dependence on key personnel, risks
associated with a growing number of employees, inability to recruit required
human resources on schedule, competition and technological change, government
regulations including the FDA and other regulatory agencies, reliance on
government contracts, dependence on limited sources of supply, future capital
needs and uncertainty of additional funding, dependence on third-party
reimbursement, potential inadequacy of product liability insurance,
dependence on patents and proprietary rights and other risks detailed in our
Form 10-K for the year ended March 31, 1999 which was filed with the
Securities and Exchange Commission. Investors are cautioned that all such
statements involve risks and uncertainties. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date of this document. We undertake no obligation to publicly release
the results of any revisions to these forward-looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
15
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
No material change.
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
Exhibit 21 - Subsidiaries of the Registrant.
Exhibit 27 - Financial Data Schedule.
b) REPORTS ON FORM 8-K
None
16
<PAGE>
ABIOMED, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
- --------------------------------------------------------------------------------
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.
Date: July 28, 1999 /S/ David M. Lederman
--------------------------
David M. Lederman
CEO and President
Date: July 28, 1999 /S/ John F. Thero
-----------------
John F. Thero
Senior Vice President Finance
and Treasurer
Chief Financial Officer
Principal Accounting Officer
17
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY ORGANIZED UNDER LAWS OF
------------------- -----------------------------
ABIOMED Cardiovascular, Inc. Massachusetts
ABIOMED R&D, Inc. Delaware
Abiomed Research & Development, Inc. Massachusetts
ABIODENT, Inc. Delaware
ABD Holding, Inc. Delaware
ABIOMED B.V. Netherlands
Abiomed Limited Partnership Massachusetts
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED INCOME STATEMENT CONSOLIDATED BALANCE SHEET AND
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000815094
<NAME> ABIOMED, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,710,163
<SECURITIES> 9,970,351
<RECEIVABLES> 7,984,849
<ALLOWANCES> 204,301
<INVENTORY> 3,064,801
<CURRENT-ASSETS> 27,020,020
<PP&E> 7,994,305
<DEPRECIATION> 4,496,925
<TOTAL-ASSETS> 31,832,236
<CURRENT-LIABILITIES> 5,290,323
<BONDS> 0
0
0
<COMMON> 86,531
<OTHER-SE> 26,265,383
<TOTAL-LIABILITY-AND-EQUITY> 31,832,236
<SALES> 6,352,032
<TOTAL-REVENUES> 6,352,032
<CGS> 4,748,785
<TOTAL-COSTS> 7,247,137
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (157,082)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (738,023)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (738,023)
<EPS-BASIC> (.09)
<EPS-DILUTED> (.09)
</TABLE>
