##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended April 3, 2010
 Or
 o
    
    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: 0-18602
 ATS MEDICAL, INC.
  Minnesota
    
    41-1595629(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 3905 Annapolis Lane N., Suite 105Minneapolis, Minnesota
    
    55447(Address of Principal Executive Offices)
    
    (Zip Code)
 (763) 553-7736  (Registrants Telephone Number, Including Area Code)
 Not Applicable  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
  þ o
  o o
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
  Common Stock, $.01 par value
    
    79,021,244 shares




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##### 



TABLE OF CONTENTS
 Page(s)PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements (Unaudited):Consolidated Balance Sheets as of April 3, 2010 and December 31, 2009
    
    
    3Consolidated Statements of Operations for the three month periods ended April 3, 2010 and April 4, 2009
    
    
    4Consolidated Statements of Cash Flows for the three month periods ended April 3, 2010 and April 4, 2009
    
    
    5Notes to Consolidated Financial Statements
    
    
    6  13ITEM
2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14  22ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23ITEM 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    24  25ITEM 1A. Risk Factors
    
    
    25  26ITEM 6. Exhibits
    
    
    26SIGNATURES
    
    
    
    
    27EXHIBIT INDEX
    
    
    28Exhibit 12.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 ATS Medical, Inc.

Consolidated Balance Sheets
 April 3,
    
    
    December 31,2010
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    9,549
    
    
    $
    14,235Accounts receivable, less allowances of $427 at April 3, 2010
and $420 at December 31, 2009
    
    
    14,701
    
    
    
    14,398Inventories, net
    
    
    21,562
    
    
    
    20,814Prepaid expenses
    
    
    2,239
    
    
    
    1,774Total current assets
    
    
    48,051
    
    
    
    51,221Leasehold improvements, furniture and equipment, net
    
    
    7,539
    
    
    
    7,659Goodwill
    
    
    32,166
    
    
    
    32,166Other intangible assets
    
    
    28,098
    
    
    
    28,910Other assets
    
    
    1,259
    
    
    
    1,299Total assets
    
    $
    117,113
    
    
    $
    121,255Liabilities and shareholders equityCurrent liabilities:Current portion of bank loan payable
    
    $
    2,646
    
    
    $
    2,646Accounts payable
    
    
    4,781
    
    
    
    4,995Accrued compensation
    
    
    2,921
    
    
    
    2,076Convertible senior notes payable, net of unamortized discounts
and bifurcated derivatives of $4,709 at April 3, 2010 and
$4,741 at December 31, 2009
    
    
    17,691
    
    
    
    17,659Other accrued liabilities
    
    
    2,549
    
    
    
    2,894Total current liabilities
    
    
    30,588
    
    
    
    30,270Bank loan payable
    
    
    441
    
    
    
    1,323Other long-term liabilities
    
    
    1,017
    
    
    
    790Shareholders equity:Common stock, $.01 par value:Authorized shares - 150,000,000Issued and outstanding shares  78,945,469 at April 3,
2010 and 78,187,741 at December 31, 2009
    
    
    789
    
    
    
    782Additional paid-in capital
    
    
    247,183
    
    
    
    246,024Accumulated deficit
    
    
    (162,900
    )
    
    
    (158,229
    )Accumulated other comprehensive income (loss)
    
    
    (5
    )
    
    
    295Total shareholders equity
    
    
    85,067
    
    
    
    88,872Total liabilities and shareholders equity
    
    $
    117,113
    
    
    $
    121,255
 The accompanying notes are an integral part of the consolidated financial statements.
  3




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ATS Medical, Inc.
 
 Consolidated Statements of Operations
 (Unaudited)
 Three months endedApril 3,
    
    
    April 4,2010
    
    
    2009Net sales
    
    $
    18,591
    
    
    $
    18,403Cost of goods sold
    
    
    6,405
    
    
    
    6,130Gross profit
    
    
    12,186
    
    
    
    12,273Operating expenses:Sales and marketing
    
    
    8,704
    
    
    
    7,501Research and development
    
    
    3,267
    
    
    
    2,044General and administrative
    
    
    3,041
    
    
    
    2,476Amortization of intangibles
    
    
    812
    
    
    
    788Total operating expenses
    
    
    15,824
    
    
    
    12,809Operating loss
    
    
    (3,638
    )
    
    
    (536
    )Net interest expense
    
    
    (617
    )
    
    
    (719
    )Other expense, net
    
    
    (331
    )
    
    
    (353
    )Net loss before income taxes
    
    
    (4,586
    )
    
    
    (1,608
    )Income tax expense
    
    
    (85
    )
    
    
    (63
    )Net loss
    
    $
    (4,671
    )
    
    $
    (1,671
    )Net loss per share:Basic and diluted
    
    $
    (0.06
    )
    
    $
    (0.02
    )Weighted average number of shares outstanding:Basic and diluted
    
    
    78,435
    
    
    
    71,262
 The accompanying notes are an integral part of the consolidated financial statements.
  4




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ATS Medical, Inc.


Consolidated Statements of Cash Flows
(Unaudited)
 Three months endedApril 3,
    
    
    April 4,2010
    
    
    2009Operating activities:Net loss
    
    $
    (4,671
    )
    
    $
    (1,671
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,312
    
    
    
    1,254Stock-based compensation expense
    
    
    1,022
    
    
    
    484Deferred income taxes
    
    
    67
    
    
    
    61Non-cash interest expense
    
    
    172
    
    
    
    216Change in value of derivative liability bifurcated from convertible
senior notes
    
    
    (9
    )
    
    
    (9
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (408
    )
    
    
    (699
    )Inventories, net
    
    
    (1,206
    )
    
    
    (1,184
    )Prepaid expenses
    
    
    (520
    )
    
    
    (873
    )Accounts payable and accrued expenses
    
    
    603
    
    
    
    51Net cash used in operating activities
    
    
    (3,638
    )
    
    
    (2,370
    )Investing activities:Purchases of leasehold improvements, furniture and equipment
    
    
    (244
    )
    
    
    (286
    )Net cash used in investing activities
    
    
    (244
    )
    
    
    (286
    )Financing activities:Payments on bank loan
    
    
    (882
    )
    
    
    (882
    )Net proceeds from issuance of common stock
    
    
    144
    
    
    
    96Other
    
    
    9
    
    
    
    37Net cash used in financing activities
    
    
    (729
    )
    
    
    (749
    )Effect of foreign exchange rate changes on cash
    
    
    (75
    )
    
    
    (68
    )Decrease in cash and cash equivalents
    
    
    (4,686
    )
    
    
    (3,473
    )Cash and cash equivalents at beginning of period
    
    
    14,235
    
    
    
    20,895Cash and cash equivalents at end of period
    
    $
    9,549
    
    
    $
    17,422
 The accompanying notes are an integral part of the consolidated financial statements .
  5




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ATS Medical, Inc.

Notes to Consolidated Financial Statements
(Unaudited)
 Note 1. Basis of Presentation
    Note 2. Stock-Based Compensation and Equity Plans
 Stock-Based Compensation
 Stock Compensation
  Three months endedApril 3,
    
    
    April 4,2010
    
    
    2009Stock compensation expense included in:Cost of goods sold
    
    $
    49
    
    
    $
    Sales and marketing expenses
    
    
    390
    
    
    
    271Research and development expenses
    
    
    240
    
    
    
    71General and administrative expenses
    
    
    343
    
    
    
    142Total stock compensation expense
    
    $
    1,022
    
    
    $
    484Stock compensation expense per share
    
    $
    0.01
    
    
    $
    0.01
   6




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Equity Plans
   WeightedStock Options Outstanding
    
    
    
    
    
    
    
    
    
    
    Average OptionUnder the Plans
    
    
    Non-Plan
    
    
    
    
    
    
    Exercise PriceISO
    
    
    Non-ISO
    
    
    Options
    
    
    Total
    
    
    Per ShareOutstanding at December 31,
2009
    
    
    717,800
    
    
    
    289,000
    
    
    
    1,493,200
    
    
    
    2,500,000
    
    
    $
    2.82Options granted
    
    
    176,100
    
    
    
    
    
    
    
    
    
    
    
    176,100
    
    
    
    2.45Options exercised
    
    
    (13,100
    )
    
    
    
    
    
    
    
    
    
    
    (13,100
    )
    
    
    2.31Options canceled
    
    
    (47,800
    )
    
    
    (7,500
    )
    
    
    
    
    
    
    (55,300
    )
    
    
    8.12Outstanding at April 3, 2010
    
    
    833,000
    
    
    
    281,500
    
    
    
    1,493,200
    
    
    
    2,607,700
    
    
    $
    2.69
   Weighted Average
    
    
    Weighted AverageNumber of
    
    
    Award Date
    
    
    RemainingShares
    
    
    Fair Value
    
    
    Contractual TermOutstanding (unvested ) at December 31, 2009
    
    
    4,167,677
    
    
    $
    2.12
    
    
    1.92 yearsAwards granted
    
    
    1,846,444
    
    
    
    2.47Awards vested
    
    
    (707,026
    )
    
    
    2.02Awards forfeited
    
    
    (83,904
    )
    
    
    2.07Outstanding (unvested) at April 3, 2010
    
    
    5,223,191
    
    
    $
    2.26
    
    
    2.29 years
  Note 3. Inventories
  April 3,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    3,357
    
    
    $
    2,639Work-in-process
    
    
    6,175
    
    
    
    6,390Finished goods
    
    
    13,030
    
    
    
    12,685Total inventories
    
    
    22,562
    
    
    
    21,714Less: non-current inventories
    
    
    (1,000
    )
    
    
    (900
    )Inventories, net
    
    $
    21,562
    
    
    $
    20,814
   7




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Note 4. Comprehensive Income (Loss)
  Note 5. Intangible Assets
 Intangibles-Goodwill and Other,
 Property, Plant and Equipment-Overall-Subsequent Measurement
  Note 6. Debt and Borrowings
 Debt Refinancing
  Convertible Senior Notes Payable
   8




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Derivatives
and Hedging,
  Three months endedApril 3, 2010
    
    
    April 4, 2009Derivative liability balance at beginning of period
    
    $
    56
    
    
    $
    90Change in valuation gain included in other income
    
    
    (9
    )
    
    
    (9
    )Derivative liability balance at end of period
    
    $
    47
    
    
    $
    81
  Bank Loan Payable
      9




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Subordinated Credit Agreement
    Note 7. Income Taxes
  Note 8. Fair Value Measurements
 Fair Value Measurements and
Disclosures .
  
    
    Level 1  quoted prices in active markets for identical assets and liabilities.
    
    Level 2  observable inputs other than quoted prices in active markets for identical
assets and liabilities. 
    
    Level 3  unobservable inputs in which there is little or no market data available,
which require the reporting entity to develop its own assumptions.
  10




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Note 9. Subsequent Events
 Subsequent Events,
 Note 10. Recently Issued Accounting Pronouncements
 Improving
Disclosures about Fair Value Measurements Fair Value
Measurements and Disclosures
 Note 11. Litigation
 Medtronic Merger Class Action Litigation
  Abbey Litigation
   11




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Note 12. Subsequent Event-Merger with Medtronic, Inc.
   12




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13




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This document contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as may, expect, believe, anticipate or
estimate identify such forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially from those expressed
in such forward-looking statements. The factors that could cause such material
differences are identified in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 and in Part II, Item 1A of this Form 10-Q. We undertake no obligation to
correct or update any forward-looking statements, whether as a result of new information, future
events or otherwise. You are advised, however, to consult any future disclosures we make on
related subjects in future filings with the SEC.
 Executive Overview
   .
     14




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Merger with Medtronic, Inc.
     15




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Critical Accounting Policies and Estimates
    16




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Results of Operations
  Three months ended April 3 (April 4)Increase
    
    
    (Decrease)(in thousands)
    
    2010
    
    
    2009
    
    
    $
    
    
    %Net sales
    
    $
    18,591
    
    
    $
    18,403
    
    
    $
    188
    
    
    
    1.0
    %Cost of goods sold
    
    
    6,405
    
    
    
    6,130
    
    
    
    275
    
    
    
    4.5
    %Gross profit
    
    
    12,186
    
    
    
    12,273
    
    
    
    (87
    )
    
    
    (0.7
    )%Operating expenses:Sales and marketing
    
    
    8,704
    
    
    
    7,501
    
    
    
    1,203
    
    
    
    16.0
    %Research and development
    
    
    3,267
    
    
    
    2,044
    
    
    
    1,223
    
    
    
    59.8
    %General and administrative
    
    
    3,041
    
    
    
    2,476
    
    
    
    565
    
    
    
    22.8
    %Amortization of intangibles
    
    
    812
    
    
    
    788
    
    
    
    24
    
    
    
    3.0
    %Total operating expenses
    
    
    15,824
    
    
    
    12,809
    
    
    
    3,015
    
    
    
    23.5
    %Operating loss
    
    
    (3,638
    )
    
    
    (536
    )
    
    
    3,102
    
    
    
    578.7
    %Net interest expense
    
    
    (617
    )
    
    
    (719
    )
    
    
    (102
    )
    
    
    (14.2
    )%Other expense, net
    
    
    (331
    )
    
    
    (353
    )
    
    
    (22
    )
    
    
    (6.2
    )%Net loss before income taxes
    
    
    (4,586
    )
    
    
    (1,608
    )
    
    
    2,978
    
    
    
    185.2
    %Income tax expense
    
    
    (85
    )
    
    
    (63
    )
    
    
    22
    
    
    
    34.9
    %Net loss
    
    $
    (4,671
    )
    
    $
    (1,671
    )
    
    $
    3,000
    
    
    
    179.5
    %
  Three months endedApril 3 (April 4)2010
    
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    34.5
    %
    
    
    33.3
    %Gross profit
    
    
    65.5
    %
    
    
    66.7
    %Operating expenses:Sales and marketing
    
    
    46.8
    %
    
    
    40.8
    %Research and development
    
    
    17.6
    %
    
    
    11.1
    %General and administrative
    
    
    16.4
    %
    
    
    13.5
    %Amortization of intangibles
    
    
    4.4
    %
    
    
    4.3
    %Total operating expenses
    
    
    85.1
    %
    
    
    69.6
    %Operating loss
    
    
    (19.6
    )%
    
    
    (2.9
    )%Net interest expense
    
    
    (3.3
    )%
    
    
    (3.9
    )%Other expense, net
    
    
    (1.8
    )%
    
    
    (1.9
    )%Net loss before income taxes
    
    
    (24.7
    )%
    
    
    (8.7
    )%Income tax expense
    
    
    (0.5
    )%
    
    
    (0.3
    )%Net loss
    
    
    (25.1
    )%
    
    
    (9.1
    )%
  17




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Net Sales.
 Three months ended April 3 (April 4)Increase
    
    
    (Decrease)(in thousands)
    
    2010
    
    
    2009
    
    
    $
    
    
    %United States
    
    $
    7,491
    
    
    $
    7,932
    
    
    $
    (441
    )
    
    
    (5.6
    )%Outside United States
    
    
    11,100
    
    
    
    10,471
    
    
    
    629
    
    
    
    6.0
    %Total
    
    $
    18,591
    
    
    $
    18,403
    
    
    $
    188
    
    
    
    1.0
    %
  Three months endedApril 3 (April 4)2010
    
    
    2009United States
    
    
    40.3
    %
    
    
    43.1
    %Outside United States
    
    
    59.7
    %
    
    
    56.9
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  Three months ended April 3 (April 4)Increase
    
    
    (Decrease)(in thousands)
    
    2010
    
    
    2009
    
    
    $
    
    
    %Heart valve therapy
    
    $
    13,653
    
    
    $
    13,245
    
    
    $
    408
    
    
    
    3.1
    %Surgical arrhythmia
    
    
    4,895
    
    
    
    4,904
    
    
    
    (9
    )
    
    
    (0.2
    )%Surgical tools and
accessories
    
    
    43
    
    
    
    254
    
    
    
    (211
    )
    
    
    (83.1
    )%Total
    
    $
    18,591
    
    
    $
    18,403
    
    
    $
    188
    
    
    
    1.0
    %
    18




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Cost of Goods Sold and Gross Profit.
   Sales and Marketing.
  Research and Development.
 General and Administrative.
   19




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Amortization of Intangibles.
 Net Interest Expense .
  Other Expense
 Three months endedApril 3 (April 4)(in thousands)
    
    2010
    
    
    2009Convertible Senior Notes derivative liability gain
    
    $
    9
    
    
    $
    9Net foreign currency transaction losses:Realized
    
    
    (30
    )
    
    
    (229
    )Unrealized
    
    
    (310
    )
    
    
    (133
    )Other expense, net
    
    $
    (331
    )
    
    $
    (353
    )
  .
 Income Taxes
   20




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Net Loss.
 Liquidity and Capital Resources
  Operating Activities.
  Investing Activities.
 Financing Activities.
    21




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Cash Management and Funding of Future Operations
   Off-Balance Sheet Arrangements
   22




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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
 ITEM 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
   23




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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
 Medtronic Merger Class Action Litigation
     Abbey Litigation
   24




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ITEM 1A. Risk Factors
   Our business and our financial condition may be adversely affected if the proposed Merger with
Medtronic is not completed, which could cause our stock price to decline.
  
    
    the consequences of our managements attention having been diverted from our
day-to-day business over an extended period of time between execution of the Merger
Agreement with Medtronic and the date on which the agreement would terminate;
    
    the disruption to our relationships with customers and suppliers as a result
of our and their efforts relating to the Merger;
    
    actual and potential litigation associated with the proposed transaction with Medtronic;
    
    damage to our financial condition as a result of actions triggered by the
proposed Merger, such as the redemption of our 6% Convertible Senior Notes, that we
otherwise would not have taken as soon or at all if we had not entered into the proposed
Merger with Medtronic;
  25




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
    
    our inability to acquire further necessary financing to fund our ongoing operations
post-termination of the proposed Merger with Medtronic;
    
    the potential distraction to our sales force caused by uncertainties relating to
the proposed Merger;
    
    the potential delay in approval of products in the regulatory submission process; and
    
    the potential loss of business to our competitors.
 If the proposed Merger with Medtronic is not completed, the holders of our common stock, restricted
stock units and options and warrants to purchase common stock will not receive the cash merger
consideration provided in the Merger Agreement.
  In connection with the proposed Merger with Medtronic, we may incur  litigation costs
which may harm our business and financial condition and cause our stock price to decline.
  
 ITEM 6. Exhibits
 2.1
    
    
    Agreement and Plan of Merger, dated as of April 28, 2010, among Medtronic, Inc., Pilgrim
Merger Corporation and ATS Medical, Inc. (Incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on April 29, 2010).3.1
    
    
    Third Restated Articles of Incorporation of ATS Medical, Inc. (Incorporated by reference to
Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June
28, 2008).3.2
    
    
    Bylaws of the Company, as amended February 13, 2007 (Incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed on February 20, 2007).4.1
    
    
    Specimen certificate for shares of common stock of the Company (Incorporated by reference to
Exhibit 4.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 1997).12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges.31.1
    
    
    Certification of Principal Executive Officer pursuant to Rules 13a-15(e)/15d-15(e) of the
Securities Exchange Act, as amended (Section 302 Certification).31.2
    
    
    Certification of Principal Financial Officer pursuant to Rules 13a-15(e)/15d-15(e) of the
Securities Exchange Act, as amended (Section 302 Certification).32.1
    
    
    Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section
906 Certification).32.2
    
    
    Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section
906 Certification).
  26




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SIGNATURES
  Date: May 13, 2010
    ATS MEDICAL, INC.By:
    /s/ Michael D. DaleMichael D. DaleChief Executive Officer
(Principal Executive Officer)By:
    /s/ Michael R. KramerMichael R. KramerChief Financial Officer
(Principal Financial Officer)  27




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of April 28, 2010, among Medtronic, Inc., Pilgrim Merger Corporation
and ATS Medical, Inc. (Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K
filed on April 29, 2010).3.1
    
    Third Restated Articles of Incorporation of ATS Medical, Inc. (Incorporated by reference to Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2008).3.2
    
    Bylaws of the Company, as amended February 13, 2007 (Incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed on February 20, 2007).4.1
    
    Specimen certificate for shares of common stock of the Company (Incorporated by reference to Exhibit 4.1 to
the Companys Annual Report on Form 10-K for the year ended December 31, 1997).12.1
    
    Computation of Ratio of Earnings to Fixed Charges.31.1
    
    Certification of the Principal Executive Officer pursuant to Rules 13a-15(e)/15d-15(e) of the Securities
Exchange Act, as amended (Section 302 Certification)31.2
    
    Certification of the Principal Financial Officer pursuant to Rules 13a-15(e)/15d-15(e) of the Securities
Exchange Act, as amended (Section 302 Certification)32.1
    
    Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 Certification)32.2
    
    Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 Certification)
  28