ABIOMED INC
10-Q/A, 1999-01-08
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>

                                    FORM 10-Q/A

                                  AMENDMENT NO. 1

                       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, 1998

                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from __________ to __________

                  Commission file number   0-20584


                                  ABIOMED, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        04-2743260
   (State of incorporation)                            (IRS Employer No.)

                              33 CHERRY HILL DRIVE
                         DANVERS, MASSACHUSETTS 01923
          (Address of principal executive offices, including zip code)

                                (978) 777-5410
            (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 June 30, 1998, there were 8,584,571 shares outstanding of the 
registrant's Common Stock, $.01 par value.

<PAGE>

                         ABIOMED, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                     Page No.
                                                                     --------
<S>                                                                  <C>
Part I - Financial Information:

  Item 1. Financial Statements

     Consolidated Balance Sheets
        June 30, 1998 and March 31, 1998                                3-4

     Consolidated Statements of Operations
        Three Months Ended June 30, 1998
        and June 30, 1997                                                 5

     Consolidated Statements of Cash Flows
        Three Months Ended June 30, 1998 and
        June 30, 1997                                                     6

     Notes to Consolidated Financial Statements                         7-9

  Item 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operations            10-13

Part II - Other Information                                              14

     Signatures                                                          15

</TABLE>


                                       2

<PAGE>


                         ABIOMED, INC. AND SUBSIDIARIES
                          PART 1. FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                                           June 30,          March 31,
                                                                             1998              1998
                                                                         (unaudited)         (audited)
                                                                         -----------        ----------
<S>                                                                      <C>                <C>
Current Assets:
  Cash and cash equivalents (Note 7)                                     $ 2,389,324        $ 2,683,151
  Short-term marketable securities (Note 7)                               21,392,736         23,714,641
  Accounts receivable, net of allowance for
    doubtful accounts of $204,000 at June 30, 1998
    and March 31, 1998, respectively                                       6,211,604          5,356,348
  Inventories (Note 4)                                                     2,831,629          2,327,442
  Prepaid expenses and other current assets                                  345,321            208,387
                                                                         -----------        -----------
          Total  current assets                                           33,170,614         34,289,969
                                                                         -----------        -----------

Property and Equipment, at cost:
  Machinery and equipment                                                  4,876,207          4,316,852
  Furniture and fixtures                                                     558,598            533,460
  Leasehold improvements                                                   1,630,303          1,561,189
                                                                         -----------        -----------
                                                                           7,065,108          6,411,501

Less: Accumulated depreciation and amortization                            3,063,366          2,724,442
                                                                         -----------        -----------
                                                                           4,001,742          3,687,059
                                                                         -----------        -----------

Other Assets, net  (Notes 2 and 8)                                           474,890            638,176
                                                                         -----------        -----------

                                                                         $37,647,246        $38,615,204
                                                                         -----------        -----------
                                                                         -----------        -----------

</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,          March 31,
                                                                            1998               1998
                                                                         (unaudited)         (audited)
                                                                         -----------        ----------
<S>                                                                      <C>                <C>
Current Liabilities:
  Accounts payable                                                       $ 1,538,844        $ 2,057,473
  Accrued expenses                                                         2,840,217          2,872,288
                                                                         -----------        -----------
          Total current liabilities                                        4,379,061          4,929,761
                                                                         -----------        -----------

Liabilities of Discontinued Operations, net (Note 3)                         645,158            667,466

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- 8,584,571 shares at
          June 30, 1998 and 8,567,015 shares at
          March 31, 1998                                                      85,846             85,670

  Additional paid-in capital                                              57,601,914         57,454,983
  Accumulated deficit                                                    (25,064,733)       (24,522,676)
                                                                         -----------        -----------
          Total stockholders' investment                                  32,623,027         33,017,977
                                                                         -----------        -----------
                                                                         $37,647,246        $38,615,204
                                                                         -----------        -----------
                                                                         -----------        -----------

</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,          June 30,
                                                               1998              1997
                                                           ----------         ----------
<S>                                                        <C>                <C>
Revenues:
  Products                                                 $3,524,510         $3,836,423
  Contracts                                                 2,278,733          1,829,045
                                                           ----------         ----------
                                                            5,803,243          5,665,468
                                                           ----------         ----------

Costs and expenses:
  Cost of product revenues                                  1,436,865          1,308,102
  Research and development                                  3,033,780          1,643,475
  Selling, general and administrative                       2,231,867          1,884,993
                                                           ----------         ----------
                                                            6,702,512          4,836,570
                                                           ----------         ----------

(Loss) income from operations                                (899,269)           828,898

Interest and other income                                     357,212            124,495
                                                           ----------         ----------

(Loss) income from continuing operations                     (542,057)           953,393

Loss from discontinued operations (Note 3)                          -            (82,432)
                                                           ----------         ----------
Net (loss) income                                          $ (542,057)        $  870,961
                                                           ----------         ----------
                                                           ----------         ----------
(Loss) income from continuing operations per share 
   (Note 6):
   Basic                                                       $(0.06)             $0.13
   Diluted                                                     $(0.06)             $0.13

Loss from discontinued operations per share (Note 6):
   Basic                                                            -             $(0.01)
   Diluted                                                          -             $(0.01)

Net (loss) income per share (Note 6):
   Basic                                                       $(0.06)             $0.12
   Diluted                                                     $(0.06)             $0.12
                                                           ----------         ----------
                                                           ----------         ----------
Weighted average shares outstanding (Note 6):
   Basic                                                    8,573,302          7,011,600
   Diluted                                                  8,573,302          7,124,168
                                                           ----------         ----------
                                                           ----------         ----------

</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,          June 30,
                                                               1998              1997
                                                           ----------         ----------
<S>                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                        $ (542,057)        $  870,961
  Adjustments to reconcile net (loss) income to net cash
     used in operating activities-
          Depreciation and amortization                       374,462            150,606
          Changes in assets and liabilities-
               Accounts receivable                           (855,256)         (1,082,546)
               Inventories                                   (504,187)           (211,844)
               Prepaid expenses and other assets               (9,186)            (29,990)
               Accounts payable                              (518,629)            (72,799)
               Accrued expenses                               (32,071)            268,268
               Liabilities of discontinued operations, net    (22,308)            103,222
                                                           ----------         -----------

                  Net cash used in operating activities    (2,109,232)             (4,122)
                                                           ----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Maturities of short-term marketable securities, net       2,321,905             584,101
  Purchases of property and equipment                        (653,607)           (644,698)
                                                           ----------         -----------
                  Net cash provided by (used in)
                     activities                             1,668,298             (60,597)
                                                           ----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options                     147,107              66,244
                                                           ----------         -----------
                  Net cash provided by financing
                      activities                              147,107              66,244
                                                           ----------         -----------

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS,
  EXCLUDING INVESTMENTS                                      (293,827)              1,525

CASH AND CASH EQUIVALENTS, EXCLUDING  INVEST-
  MENTS, AT BEGINNING OF PERIOD                             2,683,151           1,579,972
                                                           ----------         -----------
CASH AND CASH EQUIVALENTS , EXCLUDING INVEST-
  MENTS, AT END OF PERIOD                                  $2,389,324         $1,581,497
                                                           ----------         -----------
                                                           ----------         -----------

</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

         The 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 the Company's latest audited 
financial statements, which are contained in the Company's Form 10-K for the 
year ended March 31, 1998, which was filed with the Securities and Exchange 
Commission. In the opinion of management, the accompanying consolidated 
financial statements include all adjustments (consisting only of normal, 
recurring adjustments) necessary to summarize fairly the Company's financial 
position and results of operations. The results of operations for the three 
months ended June 30, 1998 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.       DISCONTINUED OPERATIONS

         In it's fiscal year ended March 31, 1998, the Company made the 
decision to shift all of its focus to the Company's core cardiovascular 
business and to sell, license or otherwise dispose of its dental business. 
The accompanying consolidated financial statements contain certain accounts 
that have been reclassified in each of the periods presented to reflect this 
decision by the Company. Reported revenue, cost and expenses from continuing 
operations exclude the operating results of the Company's dental business.

         The amount accrued by the Company at March 31, 1998 included 
estimated operating losses of $370,000 to be incurred during fiscal 1999. 
During the three months ended June 30, 1998, the operating loss from the 
Company's dental business applied against the accrual was $112,000.

                                       7


<PAGE>
                        ABIOMED, INC. AND SUBSIDIARIES
                  PART 1. FINANCIAL INFORMATION (continued)
                  ITEM 1: FINANCIAL STATEMENTS (continued)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited, continued)


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,
                                       1998                          1998
                                    -----------                  -----------
      <S>                           <C>                          <C>
      Raw materials                 $1,401,392                   $1,320,600
      Work-in-process                  636,653                      483,723
      Finished goods                   793,584                      523,119
                                    -----------                  -----------
                                    $2,831,629                   $2,327,442
                                    -----------                  -----------
                                    -----------                  -----------

</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, 1998, no options to purchase 
shares of Common Stock were granted. Options to purchase 29,700 shares were 
canceled during the quarter and there were 17,525 options to purchase shares 
exercised at prices ranging from $5.625 to $8.50 per share during the three 
months ended June 30, 1998.

6.       NET INCOME (LOSS) PER COMMON SHARE

         The Company has calculated net income (loss) per common share in 
accordance with Statement of Financial Accounting Standards (SFAS) No. 128, 
Earnings Per Share, a new accounting standard that requires the Company to 
present both basic and diluted net income (loss) per share for all periods 
presented. Basic earnings (loss) per share ("Basic EPS") is computed by 
dividing net income (loss) by the weighted average number of common shares 
outstanding during the period. Diluted earnings (loss) per share ("Diluted 
EPS") is computed by dividing net income (loss) by the weighted average 
number of common and common equivalent shares outstanding during the period 
using the treasury stock method. Under the Diluted EPS method, no common 
equivalent shares are considered dilutive in periods, such as the three 
months June 30, 1998, in which a net loss is reported because such common 
equivalent shares are antidilutive. The number of shares that otherwise would 
have been dilutive is 263,617 for the three months ended June 30, 1998. In 
accordance with SFAS No. 128, the Company has recomputed net income per share 
for the three month period ended June 30, 1997 and as a result has restated 
reported basic and diluted net income per share from $0.11 to $0.12 per share.

                                        8

<PAGE>


                          ABIOMED, INC. AND SUBSIDIARIES
                     PART 1. FINANCIAL INFORMATION (continued)
                      ITEM 1: FINANCIAL STATEMENTS (continued)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (unaudited, continued)


7.       CASH AND CASH EQUIVALENTS

         The Company classifies any marketable security with a maturity date 
of 90 days or less at the time of acquisition to be a cash equivalent. 
Securities, including marketable securities, with original maturities of 
greater than 90 days are classified as investments.

8.       OTHER ASSETS

         Other assets include approximately $307,000 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 five 
years, its estimated useful life. Abiomed Limited Partnership (the 
Partnership) was formed in March 1985 and provided initial funding for the 
design and development of certain of the Company's products.

         Through August 3, 2000, the Company owes a royalty to the 
Partnership of 5.5% of certain revenues from these products. Because the 
Company owns 61.7% of the Partnership, the net royalty expense to the 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, 1998, approximately $168,000 is included 
in other assets for these sales-type leases.

9.       RECENT ACCOUNTING PRONOUNCEMENT

         In June 1998, the Financial Accounting Standards Board issued SFAS 
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.  SFAS 
No. 133 is effective for fiscal years beginning after June 15, 1999.  The 
Company does not believe the adoption of this accounting standard will have 
any impact on the Company's financial position or results of operations.


                                          9
<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, 1998

NET INCOME

         Net loss and net loss per share for the three months ended June 30, 
1998, were approximately $542,000 and $0.06 per share, respectively. This 
loss compares to net income and net income per share of approximately 
$871,000 and $0.12 per share, respectively, in the same period of the 
previous year. The net loss for the three months ended June 30, 1998 is 
primarily attributable to the Company's undertaking to accelerate the 
development of its battery-powered heart replacement device ("HRD").

REVENUES

         Total revenues, excluding interest income, increased by 2% to $5.8 
million in the three months ended June 30, 1998 from $5.7 million in the 
three months ended June 30, 1997. This increase was attributable to an 
increase in contract revenues.

         Product revenues decreased by 8% to $3.5 million in the three months 
ended June 30, 1998 from $3.8 million in the three months ended June 30, 
1997. Sales of BVS blood pumps in the quarter ended June 30, 1997 benefited 
from $356,000 of product backlog carried into and shipped in the quarter. The 
Company generally operates with only limited backlog. Without the effect of 
backlog on the quarter ended June 30, 1997 revenues, product revenues were 
relatively unchanged between these respective quarters. During the quarter 
ended June 30, 1998, relatively slow customer reorders of the BVS single-use 
blood pumps during the early part of the quarter were partially offset by 
record blood pump reorders in June and a slight increase in BVS console 
sales, as compared to the first quarter of the prior year. More than 90% of 
total product revenues in the three months ended June 30, 1998 were derived 
from domestic sources.

         Contract revenues increased by 25% to approximately $2.3 million in 
the three months ended June 30, 1998 from $1.8 million in the three months 
ended June 30, 1997. Approximately $1.8 million of the contract revenue 
recognized in the three months ended June 30, 1998 was derived from the 
Company's HRD government contract compared to $1.7 million of contract 
revenue recognized under this contract for the three months ended June 30, 
1997. The Company accounts for revenue under its government contracts and 
grants as work is performed, provided that the government has appropriated 
sufficient funds for the work. Through June 30, 1998, the government had 
appropriated $6.7 million of the $8.5 million HRD contract amount, including 
$1.7 million appropriated in June 1998, which had previously been scheduled 
to be appropriated in October 1998. To date, the Company's expenditures under 
the HRD contract have exceeded the appropriated amount. The government 
appropriation schedule calls for no further appropriation for the HRD 
contract until October 1999. This schedule is subject to change at the 
discretion of the government.


                                      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(continued)

REVENUES (continued)

          While the Company currently plans to further increase its 
expenditures in connection with the development of the HRD, the Company will 
not recognize any further contract revenues under the HRD contract until such 
time as additional funds are appropriated under the HRD contract, if ever. 
The Company believes that certain of its costs incurred prior to further 
appropriation may be reimbursable under the HRD contract, if and when 
additional appropriation under the HRD contract is made. Due to the Company's 
accelerated HRD development activity and the timing of government 
appropriations, the Company believes that it will experience significant 
quarterly fluctuations in contract revenues. The Company also believes that 
the Company's total expenses to complete the development of the HRD will 
significantly exceed the remaining $1.8 million HRD contract amount.

         As of June 30, 1998, the Company's total backlog of research and 
development contracts and grants was $5.3 million, including $1.8 million for 
HRD research and development and $2.2 million for Heart Booster-TM- research 
and development. Funding for the Company's 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.

COSTS AND EXPENSES

         Total costs and expenses increased to $6.7 million, 115% of total 
revenues, for the three months ended June 30, 1998, from $4.8 million, 85% of 
total revenues, for the three months ended June 30, 1997. The majority of 
this increase in costs and expenses was incurred to support increased 
development activities related to the HRD.

         Cost of product revenues as a percentage of product revenues was 41% 
for the three months ended June 30, 1998 as compared to 34% in the three 
months ended June 30, 1997. The majority of this increase in cost of products 
sold as a percentage of product revenues was attributable to higher product 
costs for both the console and blood pumps due to higher indirect engineering 
costs to support expanded manufacturing capabilities and to a change in the 
relative mix of products sold.

         Research and development expenses increased by 85% to $3.0 million, 
52% of total revenues, for the three months ended June 30, 1998, from $1.6 
million, 29% of total revenues for the three months ended June 30, 1997. The 
increase primarily reflected higher levels of spending by the Company to 
advance the development of the HRD, higher level of activity under the 
Company's non-HRD cost-plus-fixed-fee research and development contracts and 
grants and higher levels of spending to enhance the BVS. Research and 
development expenses during the three months ended June 30, 1998 included 
$2.1 million of expenses incurred in connection with the Company's 
development activities for the HRD. The Company anticipates that its research 
and development expenses will continue to increase as a result of its plans 
to further increase its research and development efforts to further develop 
and test the HRD and enhance the BVS.


                                      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 (continued)

         Selling, general and administrative expenses increased by 18% to 
$2.2 million, 38% of total revenues, for the three months ended June 30, 
1998, from $1.9 million, 33% of total revenues, for the three months ended 
June 30, 1997. The increase primarily reflects higher selling and employee 
recruiting costs, including increased sales and administrative headcount and 
additional travel costs, and additional legal expense. The higher selling 
costs were incurred primarily to continue the growth of the Company's U.S. 
customer base. The higher employee recruiting costs were incurred to support 
the Company's growing employee base, particularly in the areas of product 
development, manufacturing, sales and marketing related to the HRD and BVS.

INTEREST AND OTHER INCOME

         Interest and other income consists primarily of interest on the 
Company's investment balances, net of interest and other expenses. Interest 
income and other income increased to $357,000, 6% of total revenues, for the 
three months ended June 30, 1998 from $124,000, 2% of total revenues, for the 
three months ended June 30, 1997. This increase primarily reflects interest 
earned on the Company's higher average investment balances.

         Income taxes incurred during these periods were not material and the 
Company continues to have significant net tax operating loss carryforwards 
and tax credit carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1998, the Company had $23.8 million in cash and 
short-term marketable securities. The Company also has a $3,000,000 line of 
credit from a bank that expires in September 1998, and which was entirely 
available at June 30, 1998.

         In the three months ended June 30, 1998, operating activities used 
cash of $2,109,000. Net cash used by operating activities during the three 
months ended June 30, 1998 reflected a net loss of $542,000, increases in 
accounts receivable, inventory and prepaid expenses of $855,000, $504,000 and 
$9,000, respectively, and decreases in accounts payable, accrued expenses and 
net assets of discontinued operations of $519,000, $32,000 and $22,000, 
respectively. These uses of cash were partially offset by depreciation and 
amortization expense of $374,000 included in the net loss. The increase in 
accounts receivable is primarily attributable to the timing of billings 
related to the Company's HRD government contract.

         During the three months ended June 30, 1998, investing activities 
provided $1,668,000 of cash. Net cash provided by investing activities 
included $2,322,000 of maturities of short-term investments partially offset 
by $654,000 of purchases and improvements of equipment and property primarily 
to support the advanced development of the HRD and the expansion of the 
manufacturing facility.

         During the three months ended June 30, 1998,  financing  activities 
provided $147,000 of cash from the exercise of stock options.


                                      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)

LIQUIDITY AND CAPITAL RESOURCES (continued)

         Although the Company does not currently have significant capital 
commitments, the Company believes that it will continue to make significant 
investments over the next several years to support the development and 
commercialization of its products and the expansion of its manufacturing and 
product development facilities. The Company is currently negotiating with its 
landlord to enter into a new or amended lease that would allow the Company to 
extend the current lease and consolidate its operations into one building. 
There is no guarantee that the Company will be able to negotiate acceptable 
terms and the Company is exploring alternative sites as well. In either case, 
the Company estimates that it will incur costs of approximately two million 
dollars for improvements.

         The Company believes that its revenues and existing resources will 
be sufficient to fund its planned operations, including planned increases in 
its internally funded HRD development efforts, for at least the next twelve 
months.

                                      13

<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

            None

       b)   REPORTS ON FORM 8-K

            None


                                          14

<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, 1998                      /s/ DAVID M. LEDERMAN
                                         ----------------------
                                         David M. Lederman
                                         CEO and President



Date: July 28, 1998                      /s/ JOHN F. THERO
                                         -----------------
                                         Vice President Finance
                                         and Treasurer
                                         Chief Financial Officer
                                         Principal Accounting Officer


                                     15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS 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 FORM
10-Q/A FOR THE PERIOD ENDING JUNE 30, 1998.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-END>                               JUN-30-1998
<CASH>                                         2389324
<SECURITIES>                                  21392736
<RECEIVABLES>                                  6211604
<ALLOWANCES>                                    204000
<INVENTORY>                                    2831629
<CURRENT-ASSETS>                              33170614
<PP&E>                                         7065108
<DEPRECIATION>                                 3063366
<TOTAL-ASSETS>                                37647246
<CURRENT-LIABILITIES>                          4379061
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         85846
<OTHER-SE>                                    32537181
<TOTAL-LIABILITY-AND-EQUITY>                  37647246
<SALES>                                        5803243
<TOTAL-REVENUES>                               5803243
<CGS>                                          1436865
<TOTAL-COSTS>                                  6702512
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (357212)
<INCOME-PRETAX>                               (542057)
<INCOME-TAX>                                  (542057)
<INCOME-CONTINUING>                           (542057)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (542057)
<EPS-PRIMARY>                                   (0.06)
<EPS-DILUTED>                                   (0.06)
        

</TABLE>


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