Mail Stop 0306
June 14, 2005
VIA U.S. MAIL and FACSIMILE (714) 649-5102
Christine G. Ocampo
Cardiogenesis Corporation
26632 Towne Center Drive
Suite 320
Foothill Ranch, California 92610
RE: Cardiogenesis Corporation
Form 10-K for the fiscal year ended December 31, 2004
Filed March 31, 2005
Forms 10-Q for the quarter ended March 31, 2005
File No. 000-28288
Dear Ms. Ocampo:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 27
Results of Operations, page 28
1. We see that research and development expenses in both 2004 and
2003 were reduced by reversals of "amounts recorded in prior years
for estimated clinical trial obligations subsequently determined
not
to be needed." In a supplemental response, tell us more about how
you account for clinical trial obligations. Provide a full
explanation of your underlying polices and practices and clarify
the
bases in GAAP. Tell us when the accruals were originally provided
and explain why they were appropriate when recorded. Also
describe
the factors leading you to conclude that the provisions were no
longer necessary and explain why the timing of the reversals is
appropriate. In future filings please make accounting policy
disclosure for this matter, including disclosure about the nature
and
extent of estimates and uncertainties underlying the accounting.
Liquidity and Capital Resources, page 31
2. We refer to the contractual obligations table on page 33. In
future filings please present the convertible note obligation in
its
gross amount. As appropriate, the disclosure should also present
explanation about the restricted cash to the extent important to
an
understanding of the arrangement and your obligations thereunder.
Also apply this comment to the table of future principal
obligations
presented in Note 7.
Consolidated Financial Statements
Consolidated Balance Sheets, page 44
3. Please expand the footnotes to future filings to clarify the
nature of and basis for the item titled "other long-term
liability."
Alternatively, provide a more specific caption title. Also tell us
about this item supplementally.
Consolidated Statements of Operations and Comprehensive Loss, page
45
4. In future filings provide a more specific description of the
item
labeled "other non-cash expense" totaling $290,000 for 2004. Also
tell us about this item in your response.
Consolidated Statements of Shareholders` Equity, page 46
5. In future filings please present footnote disclosure describing
the nature of and reasons for the $341,000 reclassification of
stock
purchase warrants from equity to long-term liabilities. Also
address
this matter in your response.
Note 2. Summary of Significant Accounting Policies, page 48
Revenue Recognition, page 50
6. We see that you loan laser devices to hospitals in transactions
where hospitals agree to purchase a minimum number of handpieces
at a
premium over the list price. We note that you normally amortize
the
premium over the twenty-four month useful life assigned to the
lasers. Tell us more about this accounting and support that your
methods are appropriate in GAAP. In connection with that
response,
clarify the following:
a) With respect to the lasers, tell us whether lease accounting is
applicable. In substance, are these leasing arrangements? If so,
how does your accounting conform to the requirements of leasing
GAAP,
including SFAS 13?
b) Describe the basis for concluding that the lasers have a
twenty-
four month useful life. Do customers who purchase laser devices
need
to replace those units every two years?
c) Further clarify how you record and relieve deferred revenues,
including timing. Are the minimum hand pieces shipped at the
inception of the arrangement? If not, how do you apply the
twenty-
four month useful life assumption? For instance, if a handpiece
is
shipped six months after inception of an arrangement, is the
premium
amortized over twenty-four months or over the remaining eighteen
month useful life of the laser?
d) Tell us how you determined the amount of consideration to be
assigned to the handpieces and the loaned lasers. Why it is
appropriate to assign only the premium over the list price to
revenue
from the loaned laser?
e) Tell us and disclose in future filings how you account for
loaned
lasers that are converted to outright sales during the loan
period.
Warranties, page 51
7. Unless insignificant, expand future filings to present the
quantitative disclosures about warranties required by paragraph 14
of
FIN 45.
Note 7. Long-term Liabilities, page 55
8. In future filings please present a numerical reconciliation
between the principal amount of the note and the carrying amount
of
the indebtedness on your balance sheet. Here, or in MD&A, please
also present some disclosure about the nature of an embedded
derivative, including reasonably specific disclosure about why you
believe each of the identified items is a derivative as defined in
SFAS 133.
9. We see the significant impact of the embedded derivatives on
your
operating results. The valuation of derivatives can be complex and
entail significant subjective judgment. Please expand MD&A to
describe the nature and extent of uncertainties with respect to
these
valuations, including discussion about why you believe you have
selected appropriate models and assumptions. Clarify why you
believe
the assigned fair values are appropriate. Given the nature of
these
estimates, it appears that critical accounting policy may be
necessary.
10. In a supplemental response, tell us why each of the six
bulleted
items is a derivative that should be bifurcated and accounted for
separately under SFAS 133. With respect to each item, explain
your
consideration of paragraph 6 of the Standard. Please also
specifically identify how you valued each of the bulleted items.
Form 10-Q for the quarter ended March 31, 2005
Condensed Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 3
11. We note that you recorded a gain on debt extinguishment of
$307,000 during the three months ended Mach 31, 2005. The notes
to
future interim financial statements should present disclosure
about
nature and derivation of significant gains and losses included in
income for the period. Please also tell us about this gain
supplementally. Show us that your accounting is appropriate.
Notes to Unaudited Condensed Consolidated Financial Statements,
page
4
12. We see that Laurus converted a portion of the outstanding
notes
to equity in the first quarter. The notes the future interim
financial statements should present disclosure about significant
stock issues or other significant changes equity or indebtedness
during the period.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kristin Lochhead, Staff Accountant, at (202) 551-
3664
or me at (202) 551-3605 if you have any questions. In this
regard,
do not hesitate to contact Brian Cascio at (202) 551-3676.
Sincerely,
Gary Todd
Reviewing Accountant
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Ms. Ocampo
Cardiogenesis Corporation
June 14, 2005
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