ABIOMED INC
10-Q, 2000-07-27
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<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, 2000
                                                 -------------

                                       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.)

                              22 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 July 24, 2000, there were 10,247,947 shares outstanding of the
registrant's Common Stock, $.01 par value.


<PAGE>


                         ABIOMED, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


                                                               Page No.

Part I - Financial Information:

  Item 1. Condensed Consolidated Financial Statements

     Consolidated Balance Sheets
          June 30, 2000 and March 31, 2000                        3-4

     Consolidated Statements of Operations
          Three Months Ended June 30, 2000
          and June 30, 1999                                         5

     Consolidated Statements of Cash Flows
          Three Months Ended June 30, 2000 and
          June 30, 1999                                             6

     Notes to Consolidated Financial Statements                  7-10

  Item 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operations      11-14

  Item 3. Quantitative and Qualitative Disclosure About
             Market Risk                                           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
                           ---------------------------
                                 (in thousands)

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>

                                                                         June 30, 2000          March 31, 2000
                                                                          (unaudited)               (audited)
<S>                                                                      <C>                    <C>

   Current Assets:
     Cash and cash equivalents (Note 7)                                  $   91,910             $   101,917
     Short-term marketable securities (Note 8)                               11,066                   4,467
     Accounts receivable, net of allowance for doubtful accounts
        of $184 at June 30, 2000 and March 31, 2000 (Note 3)                  6,494                   6,691
     Inventories (Note 4)                                                     3,749                   3,546
     Prepaid expenses and other current assets                                  818                     526
                                                                         -----------              -----------
             Total current assets                                           114,037                 117,147
                                                                         -----------              -----------


   Property and Equipment, at cost:
     Machinery and equipment                                                  6,726                   6,427
     Furniture and fixtures                                                     634                     622
     Leasehold improvements                                                   2,642                   2,277
                                                                         -----------              -----------
                                                                             10,002                   9,326

   Less: Accumulated depreciation and amortization                            5,822                   5,375
                                                                         -----------              -----------
                                                                              4,180                   3,951
                                                                         -----------              -----------

    Other Assets, net (Note 9)                                                  652                     690
                                                                         -----------              -----------
                                                                         $  118,869              $  121,788
                                                                         -----------              -----------
                                                                         -----------              -----------
</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)
                     ---------------------------------------
                       (in thousands, except share data)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>

                                                                         June 30, 2000            March 31, 2000
                                                                          (unaudited)               (audited)
<S>                                                                      <C>                      <C>

   Current Liabilities:
     Accounts payable                                                    $    1,396               $    1,553
     Accrued expenses                                                         5,515                    6,360
     Current portion of long-term liabilities                                   237                      236
                                                                         -----------              ------------
             Total current liabilities                                        7,148                    8,149
                                                                         -----------              ------------

   Long-Term Liabilities                                                        655                      715

   Stockholders' Equity (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-  10,239,497 shares at
             June 30, 2000 and 10,227,847 shares at
             March 31, 2000                                                     102                      102
     Additional paid-in capital                                             154,638                  154,511
     Accumulated deficit                                                    (43,674)                 (41,689)
                                                                         -----------              ------------
             Total stockholders' equity                                     111,066                  112,924
                                                                         -----------              ------------
                                                                         $  118,869               $  121,788
                                                                         -----------              ------------
                                                                         -----------              ------------

</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
                      -------------------------------------
                 (in thousands, except per share and share data)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                                    Three Months Ended
                                                                                    ------------------
                                                                         June 30, 2000             June 30, 1999
                                                                        -----------------        ------------------
<S>                                                                     <C>                      <C>
   Revenues:
      Products                                                          $        5,504           $         4,021
      Contracts                                                                    355                     2,331
                                                                        -----------------        ------------------
                                                                                 5,859                     6,352
                                                                        -----------------        ------------------

   Costs and expenses:
      Cost of product revenues                                                   1,935                     1,357
      Research and development                                                   4,491                     3,392
      Selling, general and administrative                                        2,977                     2,498
                                                                        -----------------        ------------------
                                                                                 9,403                     7,247
                                                                        -----------------        ------------------
   Loss from operations
                                                                                (3,544)                     (895)
   Interest and other income                                                     1,559                       157
                                                                        -----------------        ------------------
   Net loss                                                             $       (1,985)          $          (738)
                                                                        -----------------        ------------------
                                                                        -----------------        ------------------

   Basic and diluted net loss per share (Note 6):                       $        (0.19)          $         (0.09)


   Weighted average shares outstanding (Note 6):                            10,231,947                 8,651,952

</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
                                 (in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                  ------------------
                                                                        June 30, 2000             June 30, 1999
                                                                     -------------------       -------------------
<S>                                                                  <C>                       <C>

   CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                         $       (1,985)             $    (738)

     Adjustments to reconcile net loss to net cash
        used in operating activities-
             Depreciation and amortization                                       504                    666
             Changes in assets and liabilities-
                  Accounts receivable, net                                       197                 (1,344)
                  Inventories                                                   (203)                  (169)
                  Prepaid expenses and other assets                             (311)                  (257)
                  Accounts payable                                              (157)                   (65)
                  Accrued expenses                                              (845)                  (350)
                  Long-term liabilities                                            -                    (15)
                                                                     -------------------       -------------------

                       Net cash used in operating activities                  (2,800)                (2,272)
                                                                     -------------------       -------------------

   CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale of short-term marketable securities                2,350                    981
     Purchases of short-term marketable securities                            (8,949)                (2,049)
     Purchases of property and equipment                                        (676)                  (247)
                                                                     -------------------       -------------------

                        Net cash used by investing activities                 (7,275)                (1,315)
                                                                     -------------------       -------------------

   CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options                                      68                     18
                                                                     -------------------       -------------------

                        Net cash provided by financing activities                 68                     18
                                                                     -------------------       -------------------

   NET DECREASE IN CASH AND CASH EQUIVALENTS                                 (10,007)                (3,569)

   CASH AND CASH EQUIVALENTS, EXCLUDING
   MARKETABLE SECURITIES, AT BEGINNING OF PERIOD                             101,917                  9,279
                                                                     -------------------       -------------------

   CASH AND CASH EQUIVALENTS, EXCLUDING
   MARKETABLE SECURITIES, AT END OF PERIOD                            $       91,910              $   5,710
                                                                     -------------------       -------------------
                                                                     -------------------       -------------------
</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 our latest audited financial
statements. These audited statements are contained in our Form 10-K for the year
ended March 31, 2000 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, 2000 and for the three months then ended. The results of
operations for the three months ended June 30, 2000 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 (see Note 9), net
of allowance for doubtful accounts. Accounts receivable also include amounts due
from government and other third party sources related to the Company's research
and development contracts and grants. These research and development contracts
and grants generally provide for payment on a cost-plus-fixed-fee basis. The
Company recognizes revenues under its 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 efforts.




                                       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 are stated at the lower of cost (first-in, first-out) or
market and consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                            June 30,                 March 31,
                                                       -------------------       ------------------
                                                              2000                      2000
<S>                                                   <C>                        <C>

              Raw materials                                $   1,696                  $ 1,490
              Work-in-process                                    678                      713
              Finished goods                                   1,375                    1,343
                                                          -------------            -------------
                                                           $   3,749                  $ 3,546
                                                          -------------            -------------
                                                          -------------            -------------
</TABLE>


Finished goods and work-in-process inventories consist of direct material, labor
and overhead.


5.       STOCKHOLDERS' EQUITY

         During the three months ended June 30, 2000, options to purchase
12,000 shares of Common Stock were granted at prices ranging from $33.625 to
$38.875. During that same period options to purchase 36,375 shares were
canceled and options to purchase 11,650 shares of Common Stock were exercised
at prices ranging from $8.00 to $11.50 per share.

6.       NET LOSS PER COMMON SHARE

         Basic net loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period. Diluted
net loss per share is computed by dividing net loss by the weighted average
number of dilutive common shares outstanding during the period. Diluted weighted
average shares reflect the dilutive effect, if any, of common stock options
based on the treasury stock method. No common stock options are considered
dilutive in periods in which a loss is reported, such as the three months ended
June 30, 2000 and June 30, 1999, because all such common equivalent shares would
be antidilutive. The number of equivalent shares that otherwise would have been
dilutive for the three months ended June 30, 2000 and June 30, 1999, were
843,071 and 266,451, respectively.



                                       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 purchase as a cash equivalent.


8.       MARKETABLE SECURITIES

         The Company classifies any security with a maturity date of greater
than 90 days at the time of purchase as marketable securities and classifies
marketable securities with a maturity of greater than one year from the balance
sheet date as long-term investments. Under Statement of Financial Accounting
Standards (SFAS) No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES, securities that the Company has the positive intent and ability to
hold to maturity are reported at amortized cost and classified as
held-to-maturity securities. At June 30, 2000, the amortized cost of these
securities approximated market value.


9.       OTHER ASSETS

         Other assets include approximately $23,000 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 ending August 3, 2000. 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 Company is approximately 2.1% of
these product revenues. 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, 2000, the long-term amount due from these sales-type
leases approximated $235,000. As of March 31, 2000, the long-term amount due
from these sales-type leases approximated $273,000.



                                       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)

         Other assets also include the unamortized cost of a number of awarded
and pending patents. As of June 30, 2000, the unamortized cost of these patents
approximated $384,000. As of March 31, 2000, the unamortized cost of these
patents approximated $356,000.


10.    COMPREHENSIVE INCOME

         SFAS No. 130, REPORTING COMPREHENSIVE INCOME, requires disclosure of
all components of comprehensive income and loss on an annual and interim basis.
Comprehensive income and loss is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. There were no components of comprehensive income or loss
that require disclosure for the three months ending June 30, 2000 or June 30,
1999.


11.      SEGMENT AND ENTERPRISE WIDE DISCLOSURES

         SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, requires certain financial information and supplementary
information to be disclosed on an annual and interim basis for each reportable
segment of an enterprise. The Company believes that it operates in one business
segment: the research, development and sale of medical devices to assist or
replace the pumping function of the failing heart.


12.RECLASSIFICATION OF PRIOR YEAR AMOUNTS

         Certain prior year financial statement information has been
reclassified to be consistent with the current year presentation.




                                       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, 2000


PRODUCT REVENUES

         Product revenues increased by $1.5 million, or 37%, to $5.5 million in
the three months ended June 30, 2000 from $4.0 million in the three months ended
June 30, 1999. The increase in product revenues is attributable to increased
shipments of BVS disposable blood pumps and consoles and increased average
selling prices of BVS disposable blood pumps. Domestic sales accounted for 98%
and 97% of total product revenue during the three months ended June 30, 2000 and
1999, respectively.


CONTRACT REVENUES

         Contract revenues were $0.4 million in the three months ended June
30, 2000, lower by 85% from revenues of $2.3 million in the three months
ended June 30, 1999. The lower contract revenue is due to recognition of $1.8
million in AbioCor Implantable Replacement Heart (AbioCor(TM)) contract
revenue during the corresponding quarter in the previous year. No contract
revenue for AbioCor is included in contract revenues in the quarter ended
June 30, 2000 and there are no remaining funds awarded under this contract.

         We account for contract revenues under our government contracts and
grants as work is performed, provided that the government has appropriated
sufficient funds for the work. As of June 30, 2000, our total backlog of
research and development contracts and grants was $1.2 million. All of these
contracts and grants contain provisions that make them terminable at the
convenience of the government. ABIOMED retains rights to commercialize all
technological discoveries and products resulting from these efforts.


COST OF PRODUCT REVENUES

         Cost of product revenues as a percentage of product revenues increased
to 35% in the three months ended June 30, 2000 from 34% in the three months
ended June 30, 1999. The 1% increase in the three months ended June 30, 2000, is
primarily due to a reduction in manufacturing overhead absorbed into inventory
as a result of the timing of our production schedules and a decrease in the
proportion of higher margin BVS blood pumps sold relative to lower margin 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)


COST OF PRODUCT REVENUES (CONTINUED)

console sales, partially offset by an increase in the average selling price of
BVS blood pumps.


RESEARCH AND DEVELOPMENT EXPENSES

         Research and development expenses increased by $1.1 million, or 32% to
$4.5 million in the three months ended June 30, 2000, from $3.4 million in the
three months ended June 30, 1999. Research and development expenses were 77% of
total revenues for the quarter ended June 30, 2000 and 53% of total revenues for
the quarter ended June 30, 1999. The increase in expenditures during the quarter
just ended was due to increased spending for the AbioCor. Research and
development expenses during the three months ended June 30, 2000 included $3.6
million of expenses incurred in connection with development activities for the
AbioCor, compared to $2.3 million for the same period of the prior year.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses increased by $0.5 million,
or 19%, to $3.0 million in the three months ended June 30, 2000, from $2.5
million in the three months ended June 30, 1999. Expenditures increased to 51%
of total revenues from 39% of total revenues in the same period a year earlier.
The increase was primarily attributable to increased selling and marketing
expenditures as a result of our implementing new programs designed to improve
sales of our disposable blood pumps, increased direct sales and support
activities within Europe, increased recruiting expenses and increased occupancy
charges associated with occupying our new facility in Danvers, Massachusetts
while continuing to lease manufacturing space in our older facility.


INTEREST AND OTHER INCOME

         Interest and other income consists primarily of interest earned on our
investment balances, net of interest and other expenses. Interest and other
income increased by $1.4 million to $1.6 million for the three months ended June
30, 2000 from $0.2 million for the three months ended June 30, 1999. The
increase was due to higher average funds available for investment during the
quarter just ended.



                                       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)


NET LOSS

         Net loss for the three months ended June 30, 2000 was approximately
$2.0 million, or $0.19 per share. This compares to a net loss of approximately
$0.7 million, or $0.09 per share, in the same period of the previous year. The
losses for both periods are primarily attributable to the Company's development
and pre-clinical testing costs associated with the AbioCor.


LIQUIDITY AND CAPITAL RESOURCES

         We have supported our operations primarily with net revenues from sales
of our BVS product line, government contracts and proceeds from our equity
financings. As of June 30, 2000, our cash, cash equivalents and marketable
securities totaled $103.0 million. We also have a $3 million line of credit from
a bank that expires on October 13, 2000, which bears interest at the bank's
prime rate (9.5% at June 30, 2000).

         During the three months ended June 30, 2000, operating activities used
$2.8 million of cash. Net cash used by operating activities during this period
reflected a net loss of $2.0 million, including depreciation and amortization
expense of $0.5 million, and increases in inventory and prepaid expenses and
other assets of $0.2 million and $0.3 million, respectively. Decreases in
accounts payable and accrued expenses during the period further reduced cash by
$1.0 million. These uses of cash were partially offset by a decrease in accounts
receivable of $0.2 million. The increase in inventory is primarily attributable
to purchases of inventory related to the Company's new BVS 5000t, a backup unit
to the current BVS 5000, designed to allow transport of BVS supported patients
between medical centers for specialized care. The decrease in accounts payable
and accrued expenses reflects the timing of payments.

         During the three months ended June 30, 2000, investing activities used
$7.3 million of cash. Approximately $6.6 million in cash was used for the
acquisition of short-term marketable securities, net of sales of similar
securities. We also expended cash for capital equipment and leasehold
improvements of $0.7 million during the three months ended June 30, 2000.

         Financing activities generated $0.1 million of cash during the quarter
ended June 30, 2000 as a result of stock options exercised during the period.



                                       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)

         Income taxes incurred during the three months ended June 30, 2000 were
not material, and we continue to have significant net tax operating loss and tax
credit carryforwards.

          We believe that our existing resources and our revenue from product
sales 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 the foreseeable future. However, we may 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. We may also need
additional funds for possible future strategic acquisitions of businesses,
products or technologies complementary to our business. If additional funds are
required, we may raise such funds from time to time through public or private
sales of equity or from borrowings.


RISK FACTORS WHICH MAY AFFECT FUTURE RESULTS

         This document contains forward looking statements, including
statements regarding new products under development and adequacy of existing
resources. The Company's actual results, including our AbioCor development,
BVS enhancements and adequacy of resources may differ materially based on a
number of factors, both known and unknown, including: uncertainty of product
development, clinical trials and commercial acceptance; complex
manufacturing; high quality requirements; the need to demonstrate required
reliability of products under development; dependence on key personnel; risks
associated with a growing number of employees; difficulties in recruiting
required human resources on schedule; competition and technological change,
government regulations including the FDA and other regulatory agencies; risks
associated with international expansion; 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, 2000 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.

                                       14

<PAGE>

                         ABIOMED, INC. AND SUBSIDIARIES
                    PART 1. FINANCIAL INFORMATION (continued)
                 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE
                                ABOUT MARKET RISK


         The Company does not use derivative financial instruments for
speculative or trading purposes. However, it is exposed to market risk related
to changes in interest rates. The Company maintains an investment portfolio
consisting mainly of federal agency obligations, state and municipal bonds, and
U.S. Treasury notes with maturities of one year or less. These held-to-maturity
securities are subject to interest rate risk and will fall in value if market
interest rates increase. If market interest rates were to increase immediately
and uniformly by 10 percent from levels at June 30, 2000, the fair market value
of the portfolio would decline by an immaterial amount. The Company has the
ability to hold the majority of its fixed income investments until maturity, and
therefore the Company would not expect its operating results or cash flows to be
affected to any significant degree by the effect of a sudden change in market
interest rates on its securities portfolio.






                                       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 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 27, 2000                         /s/ David M. Lederman
                                            ----------------------
                                            David M. Lederman
                                            CEO and President



Date: July 27, 2000                         /s/ John F. Thero
                                            ------------------
                                            John F. Thero
                                            Senior Vice President Finance
                                            and Treasurer
                                            Chief Financial Officer
                                            Principal Accounting Officer






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