Good afternoon, ladies and gentlemen. Welcome to the Cytori Therapeutics Second Quarter Earnings Results Call. [Operator Instructions] Before we begin, we want to advise you that over the course of the call and the question-and-answer session, forward-looking statements will be made regarding events, trends and business prospects, which may affect Cytori's future operating results and financial position. Some of these risks and uncertainties are described under the Risk Factors section in Cytori's Securities and Exchange Commission filings, which Cytori advises you to review. Cytori assumes no responsibility to update or revise any forward-looking statements to reflect events, trends or circumstances after the date they are made. It is now my pleasure to turn the floor over to Chris Calhoun, Cytori's Chief Executive Officer. Sir, you may now begin.

Great, thank you, Paula. Good afternoon, and welcome to Cytori's Second Quarter 2013 Financial Results and Business Update. I'm joined today by Dr. Marc Hedrick, our President; Mark Saad, our Chief Financial Officer; and Clyde Shores, our Executive Vice President of Marketing and Sales. As I emphasized on our investor call in May, in order to drive shareholder value, we are focused on 4 primary objectives this year: full enrollment in our ATHENA chronic heart failure trial; completion of all 3 objectives required in our BARDA contract; profitable revenue growth; and achievement of operational and financial performance goals. I'm pleased with the progress we've made this quarter in all 4 areas. Moving forward, we have narrowed our focus by divesting the non-core Puregraft product line, and by our decision announced today to focus our clinical resources for cardiovascular indications to ATHENA. Let's start by discussing the ATHENA trial and our overall cardiac development pipeline. ATHENA is a prospective, multi-center, double-blind, randomized and placebo-controlled clinical trial investigating Cytori's cell therapy in 45 patients with chronic ischemic heart failure. At present, 16 patients have been treated. The majority of patients have been treated at 2 trial centers, which began treating patients essentially in Q4 of 2012. Two new trial centers began enrolling in the second quarter and a third began enrolling in July. Three additional trial centers are expected to begin enrolling patients in September. In June, the FDA approved expanding the ATHENA trial from 6 trial centers to a total of 8. Based on the average enrollment rates of the active centers to date and the anticipated average enrollment rate going forward, it's 1 patient per month per center. At this rate, full enrollment will be achieved in the fourth quarter, a few months behind our initial timeline for enrollment. Importantly,…

[Operator Instructions] Your first question comes from the line of Jason Kolbert of Maxim.

Chris, couple of questions. Can we talk a little bit about ATHENA and the enrollment and kind of how you came to the decision to add a high-dose arm, what was the science behind that? And how can you say that you're on track to start a pivotal trial without seeing the results from that high-dose arm? If I'm the FDA, there's no way I'll let you go pivotal until I see the results of both ATHENA I and ATHENA II?

Jason, so Mark's on the line. He's not here, he's going to address the ATHENA question.

Hey, Jason, thanks for the question. Regarding -- you kind of brought up 2 points. One is ATHENA enrollment and the second one was the issue of dose. In terms of the dose, which I think was your primary question, you're right, it is a scientific question and this wasn't a mandated additional dose by FDA. It's voluntary on our part. We think it adds important scientific information as to the minimum effective dose, which we would then take into the pivotal. Yes, we've never said that we wouldn't wait for both dosing data to go into a pivotal, but if we can lower the amount of fat that we're taking and make it easier on the patient and take that dose in the clinic, get the equivalent efficacy signal then we can catch up a good thing to do. So it certainly checks the box scientifically with respect to how the technology is working with the appropriate doses and so forth. We think it helps in terms of planning the pivotal with FDA. And also we think, based on our conversations with the potential partners, that it's data that they're interested in scientifically in terms of having confidence that we're going to see an effect ultimately in the pivotal.

I mean, I understand what you said, but there's a host of other implications, for example, the higher dose arm at 0.8 million, does that change the harvest size, because I would think that you have the capacity to pull the 0.8 million, 800,000 cells out of either harvest, is that not the case?

Yes. I think that the -- we take more fat tissue from these patients than we need, typically, to have a buffer. So there doesn't appear to be any complication related to the harvest. So whether you take 200 cc's, 300 cc's or more, there's no specific clinical impact to the patient. I think it's more about finding the minimum effective dose in the heart than eventually than it is anything else.

Right, but you're going up in dose, not down in dose, so is there a reason to believe that you're not hitting critical mass at 0.4 million based on kind of some of the prior data sets and particularly some of the mVO2 numbers that we've previously discussed?

Not at all. In fact, as you know, most of the studies in aggregate tend to show that there is a -- a lower dose seems to be more effective oftentimes that a higher dose.

Sure, you get crowding. So when you go to the higher dose -- sorry, so when you go to the higher dose, does this change the amount of NOGA time and the number of injection sites? Is it just more cells per injection or is it an increase in the number of injections?

No. It's the same of number of injections. Higher concentration of cells. And we think it sheds more scientific data to inform the pivotal and help assure the success of the pivotal. And we think it's data that partners will eventually want as we begin those discussions.

And can you address the other question, which is really just understanding what's been going on with enrollment because when we started 2013, I was very excited, I looked at N equals 45. It's a very easy number to hit. We were looking at 6 centers and here we are in August, and I'm a little disappointed that we've only hit 16 patients across 2 sites. It seems like given the size and breadth of this market that this would be a very easy number to hit, relatively quickly. In the big scheme of things, I understand, it doesn't really matter, but in the micro scheme of Wall Street expectations, it seems like we're 6 months behind now.

Yes. So the question is really why the delay, and I think last May on the call we felt like we still had a good chance to hit our end-of-summer deadline. As you know, with trials like this, there's often a lag phase and then at the end, you see a significant increase in enrollment. That's the expectation. However, when you're forecasting a new trial, a new country, new therapy where you're harvesting tissue processing and put it back in the heart, it's often difficult to really nail the forecast. So we build a forecast based on the best available information, talk to the KOLs, look at the previous trial, which only have been precise at primarily 1 center in Europe and put in some buffer and try to manage the trial to that. But when you have a small trial like this as you mentioned, 45 patients, originally only up to 6 centers, when you have specific site issues, in this case we had 1 issue that we've mentioned on the last call and the second site issue in terms of an investigator leaving the institutions. That's a significant impact to a small trial. I mean, when you see enrollment -- or anticipates the enrollment jumping towards the end of the trial that could have a relatively significant impact on the trial. So as we watch the enrollment going forward, we recognize there is a risk that it may take longer. We begin to make some pretty aggressive changes to speed enrollment in terms of adding sites going back to the FDA, continuous strong look at the inclusion and exclusion criteria, moving sites that were -- had issues to additional sites within the same system and so forth. So we're continuing to respond to the challenges that you have in the trial like this, we're still optimistic that we can get this done relatively quickly. And as we move forth with this trial, we'll just get better and better in terms of our ability to forecast a very novel trials such as this in the U.S.

Okay, sure enough. I totally understand. And on BARDA, it sounds like you're making lots of progress there. I guess the only other question I'd asked before I jump in queue and give someone else a chance is you talked a little bit about getting ready to elucidate what a pivotal trial design would look like. I'm assuming that you're not ready to really discuss that yet though?

Yes. I think it's way too early. We'll be meeting with the FDA. And you can imagine it's a relatively standard discussion about endpoints, inclusion-exclusion criteria, number of patients, key attributes of the protocol. And as you mentioned, we need scientific data from the ATHENA I study and the sister study before we can fully define this. But we think it's, even where we are and where we think we're going to be with these 2 studies, we think we're going to be ready relatively quickly to have that discussion with the FDA.

Jason, I just want to add one more comment on kind of looking at the ATHENA II trial. As we evaluated that, as Marc's described getting this first trial up and running, it's a very complex trial and it took quite a bit of work to get it up and going, but ATHENA II will be very efficient because a lot of this trial will be conducted at the same centers, using the same IRBs and the contracts have been developed, the budgets have been developed. So there's a huge efficiency and just rolling right into that second dose group and I think that will enroll very quickly. FDA is also allowing us to expand to 10 centers, but I think the majority of the work will be done with the 8 that will already be up and running. And I think there's a tremendous efficiency in getting that trial enrolled quickly to get to data, potentially even late in 2014 that really doesn't interfere in the timeline that we had originally put together on getting to a pivotal trial because we know that's going to take some work with FDA and preparing protocols and stuff. And a lot of that work can be done as those patients are enrolled and waiting for follow ups. So I think as we really looked at the potential risks of FDA coming back and wanting more patients or to see a dose escalation. Obviously, we've argued as you have that we think higher doses may or may not show any improvement or benefit, but it's certainly something that we all are aware the FDA will want to see and potentially want to see in this trial. So we decided that was the right thing to do to just leverage that and without losing any time or having to start over and really lose potentially a year or more and to leverage the base of operations we already have in that investment. It was a very easy decision to really create this next group of patients and strengthen that trial and strengthen our position going into the pivotal.

That makes a lot of sense, and it doesn't fall to me on deaf ears that, by doing this, you also create infrastructure and key high-volume centers and also pave the way for the infrastructure for the pivotal trials. So I certainly see the benefit in the utility and that's why I'm trying to be careful not to pander to micromanaging the timeline versus doing what's right in terms of both the science and the right clinical steps, which here are also doubling with creating the infrastructure around where the real potential is, I believe, for Cytori, which is in developing therapeutic out of this.

Your next question comes from Steve Brozak of WBB Securities.

I'll be quick and ask one question, but it's going to be a pretty "global question." You obviously have had remarkably good news out of Australia, and you've had news from the entirety of the globe. Can you give us around the world tour of where you see -- because people don't understand that regenerative medicine isn't uniform throughout the world. Can you see what the highlights are of your programs globally and how each of them support one another and where you think the advantages you have with each of these programs are and specifically over the next 12 months? And I'll literally ask that and jump back in the queue.

Great. Steve, it's Chris. I think you followed through with what you said. It's one question, but it's a big question. And as I'm kind of looking globally at regenerative medicine in this really nascent but emerging field that we're collectively we as peers, if your companies are really creating, let's start in Asia first, which is probably unusual, but in Japan, regenerative medicine has become really one of the premier government-based objectives for the country. And it's an aging population, and there's technology that's been developed there that sort of facilitates the government, really supporting regenerative medicine on a number of different levels. And so as I'm looking at the world, I think Japan is really standing out as not only really the most accessible place for regenerative medicine but a place that is responding to this new field, that it's a new technology in terms from -- everything from their policies and their reimbursement to the regulations and how they're thinking about regenerative medicine. So the opportunities in Japan, I think, are the most significant in the nearer term. Japan is probably still ranking as the second largest medical market in the world. China is probably closely approaching it, but it's right in there. And I think that the need for regenerative therapies there are pretty significant. And so as we look at what the government there is doing, they're taking a strong look at their regulatory process. They're trying to create fast-track options where if you show safety and efficacy data in small studies, that they can open up markets and then support it with reimbursement to get technology to patients quickly. I think this is the kind of forward thinking and action that government -- their government is taking that is really a leadership role of…

Well, I appreciate the around the world tour, and I look forward to the next conference call and execution on what takes place with your trials here in the States.

Your next question comes from Kaey Nakae of Ascendiant.

I was wondering if you could expand on the comments that you've touched upon a couple of times regarding the regulatory environment in Japan. Is this something that is now starting to become more formalized, delineating clearer paths to market? And if it does involve smaller studies, are the current investigator-led studies the size and scope that would be large enough relative to their definition of small to qualify for the types of approvals that you think are going to open up there?

Kaey, I think this really represents a tremendous opportunity, and we'll see how this plays out. But starting in probably March or so, the government became pretty public about supporting regenerative medicine in aggressive, really, unprecedented shift in the regulatory process that allows for select regenerative medicine therapy. So these will be named kind of on a list regenerative medicine therapies that are allowed to pursue what they're considering a fast-track regulatory approach. And if this legislation goes through, you're exactly right, what that would allow for is small, either government-funded or sponsored or independently managed, clinical trials in Japan that could be as small as maybe 30 to 60 patients that show not only safety but a strong efficacy signal in core target diseases. If the efficacy signal is weaker, then you may not have to follow the traditional really large trials but maybe a larger but not massive trial to get there. So they're trying to facilitate bringing technology quicker to patients if they can help improve quality of life, improve patient outcomes and simultaneously reduce the cost of care. So that's kind of their global objective with this. And what's nice is, I think, we fit in perfectly with that because from a technology point of view, we really offer the minimalist risk in terms of if the patients themselves may not manipulate it. So as they're risk-adjusting different technologies, we fall on that lowest -- kind of lowest bar from a safety point of view case. And we've treated -- probably treated more patients in Japan than anywhere else in the world and certainly more than any other company in the world. And so we're very visible there, many, many trials going on. And I think many of those could qualify for this new legislation, should…

It's a very interesting development. And just a brief follow-up question to that. Are there specific treatment indications that you're not only involved in but also may just have a lot more support to get on to the list?

The way I understand it is that it's going to be more technology based on the list, and it will be indications on the list. Now that could change. They may put a priority around life-saving or maybe what they consider either expensive or unmet medical need indications. So yet to be seen how that's going to work. But as I understand it right now, it's going to be more technology-based that there's sort of approved list of companies or technologies that will be able to fast-track. And maybe when they're executing the fast-track authorizations, they will look at that as some kind of a priority. So I would expect that, but it hasn't been disclosed as far as I know. Kaey, just to follow up one bit more, that the trials we have going on in Japan that are investigator-led trials really covers some of the most important and devastating diseases there. There's a limb ischemia trial. There's an incontinence trial, which affects half the woman that are over 40 in Japan. There's a cardiac heart failure trial. There's a liver ischemia trial. There's wound trials and radiation trials, breast reconstruction after cancer. So there's a number of things that, I think, not only are unmet needs that could have huge quality of life impact, but I think we can very clearly show tremendous economic advantage.

Your next question comes from the line of Dan Trang of Stonegate Securities.

I am wondering, regarding the recent approval for Celution in Australia, can you provide some color on the size of that opportunity and how you're going to allocate resources there?

This is Clyde Shores. So I think what this means for all our stakeholders is that Celution System approved now by TGA and included in the Australian Registry of Therapeutic Goods, or ARTG, really follows a nearly 2-year review of our data supporting the approval and enables us to have market access and freedom to import without special dispensation from the TGA. So as you may know, under the APA, or the Authorized Prescriber Approval process, Celution System has been used with more than 80 cases with some of our investigators there, where the surgeon would obtain this APA from a TGA under the special access scheme. And that was for each type of each patient that they needed to treat. But now with the full approval, it really allows us to open up the broader market, enable us to continue to sell there directly, engage distributors to go, as Chris said, to now private, initially private hospitals and clinics, establish these investigator-led and Cytori-driven studies that would then get us dated to ultimately get therapeutic approvals and reimbursements so that patients here in the public system can also benefit from the therapies. That's really -- we see it as a nice opportunity, a population of 22 million people, certainly an important market for us. We're well-positioned there. And now with the approval, we think we can accelerate adoption and getting therapies to patients.

Okay. And a follow-up question regarding the ATHENA II trials. From what I understand, you are -- when you enroll a new patient for the ATHENA I trial, it is somewhat of a lengthy process, hence the delay kind of in finishing that. Wondering how that ATHENA II is just going to be able to segue on -- just going to be able to piggyback onto ATHENA I, be it that it is a higher dosage. I wonder if you could provide some color there.

Before Marc jumps in, it's Chris, from what I've seen at the heart failure trials, the average enrollment rate is something below 1 patient per month per center. I think the average is closer to 0.7 patients per month per center. So we're actually tracking from an active site enrollment rate higher than the -- kind of the standard enrollment for a trial of this type. What kind of caused the delay in the total enrollment has really been -- effectively really had 2 centers up and running over the last -- majority of the time of the studies so far. And it's been challenging to get centers up for a number of reasons. We've had a couple of sites that had their own independent issues. It is a complex trial. So -- but I think now that these centers are all up and running, when we go into ATHENA II, as Marc described, it might be marginally more tissue harvest, but it's non -- from a clinical point of view, that's a nonevent. And then everything else is effectively the same, how they deliver it, the volumes they deliver. The cells are just more concentrated. So I think executing the trial will be quite efficient. The majority of centers will be already up and running, have equipment installed, IRVs, budgets in place. So we don't have to reinvent the wheel on all of those things, which is really what's taken the lion's share of the effort and the time.

[Operator Instructions] Your next question is a follow-up from Jason Kolbert of Maxim Group.

I'd like to switch gears. If you guys talk just a little bit about the numbers. We had talked, I know, last quarter about back-end strength. Can you go over with me, what's going to drive the back-end revenue strength? And are you still reiterating guidance for 2013? And just remind me what you think the top line guidance is.

Jason, it's Clyde. Yes, I think as we have guided, we see majority of the growth coming in the second half of the year. The focus will remain the same, with the top priority in sales coming from Japan and the Class I sales following that regulatory approval we had last September. We have continued to expand our country-wide distribution network there and training these distributors and then helping them with the pull-through at the hospitals. So that's been ongoing for the latter part of last year and certainly well into this year, and that's why we'll see a lot of that pull-through in sales coming through in the second half. In Europe, as we talked about before, we have received the Intravase approval, and that's allowed us to begin our controlled launch into key centers where we can introduce the intravascular indications, get sites up and running on chronic heart failure and investigator-initiated studies and will leverage the advanced sites that we've been working with throughout Europe and the researches that we have there. And then we'll just continue as we have opportunistically around the world in driving these translation research studies and taking advantage of where we've had geographic expansion with new approvals that we had last year in quite a few countries and now with Australia and New Zealand.

And can you help me understand that as you're placing systems around the globe and, at the same time, pursuing a therapeutic indication, how do you stop people from just using the system and not kind of doing the therapy themselves? Is it that they're going to need a specialized kit and they're going to end up paying for the kit? Because it seems to me there's going to be a gap between the cost involved in making a cell product today on a unit that you sell, let's say, in Australia versus the price that you'd like to charge for a therapeutic product that someone's going to make, driven by, we'll call it, a Cytori set of disposables that will go on in an existing unit. Aren't people going to be motivated to try to figure out if they can just make it themselves and not kind of avoid that price? It's a little bit of like a conflicting business model, to some extent.

Jason, maybe I'll jump in. So I think you know kind of our overall approach. We have -- there's really 2 different cartridges that provide 2 different outputs. One is for vascular use and that will be the more expensive cartridge, and more expensive, we're talking $5,000 to $10,000. On the tissue side, that's more in the kind of $2,000 to $3,000 per treatment. And ideally, with the Celution next-gen system we're working on, we'll bring those costs down even more. So comparably, I think these are relatively inexpensive. But the strategy is, as we add therapeutic claims -- specific therapeutic claims that are based on trial data, attach reimbursement to that and so forth, that the majority of the market will use that product because I think the risk of a homebrew or people trying to do this in the bathroom without understanding everything that we have in our $400 million investment, I think, is too much of a risk. And for reimbursement, all those things in place, you will see ultimately that, and this is history repeating itself over and over, technology that's been vetted by the regulatory authorities, that has approval and gets reimbursement really does dominate the space. Would you rather have the drug that has been validated and proved safe and effective or one that you're buying in a foreign country that you don't know where it came from or what it could do? So I think that's kind of the idea here. Will there be people that want to do their own thing and homebrew it or a doctor that's a tinker that makes it in his own office and lab? Absolutely. That's not the market. The main market, they're in the business of treating patients, and their time is what's valuable. And I think we make that efficient. And we're going to make it affordable to use ourselves. So I think from a strategic point of view, we really are putting all the elements together to make this the safest, proven, reimbursed product that's going to dominate the market.

And one last question. And I just want to hone in on that. BARDA, there are 3 steps. You've done a beautiful job of outlining what those 3 steps are. Once you hit those 3 steps and BARDA accepts that you've got a viable preclinical model, you've got system validation, you've got cell viability, how does that $56 million payment, which is admittedly a transformative amount of money for Cytori, how does that get released? Is that then processed on time and materials or through a clinical trial? Or do you get a lump sum? Now help us understand what that news release, what that announcement might look like a year from now or maybe even sooner?

Yes. So I think that you're exactly right on the process. We go through this special meeting that I talked about in the script that's called in-process review meeting. We're scheduling that for Q1, and we're on track for that. And once they've agreed that we've hit those milestones and it opens up that next milestone, they're going to relook at the budget. We think that we're going to be within that $56 million plus/minus a little bit range, but typically, I think they hold pretty firm. So there's no guarantee that, that's our expectation. That $56 million is really intended to fund clinical trials and research that will probably go over a 2- to 3-year period, more like probably 3 years. And similar to the $4.7 million in the proof-of-concept phase, we will bill against that for people and trials and costs and research and all of the things that we're doing. So it won't come as a check upfront. Unfortunately, we'd love that, but I think rather, we will see it in quarterly contract revenue, similar to what we're doing now. And you could kind of flatline that over a 3-year period, just to get an idea. So probably, if you're kind of budgeting $17 million to $20 million a year, that's probably a reasonable expectation of that coming through. And the other thing that's, I think, important from that is, one, we believe that BARDA has already earmarked next year's tranche and the budget that's coming up. Their fiscal year starts in October, and we understand that we're already programmed into that budget on the expectation that we're going to achieve the milestones and move into that phase. And secondly, the design into that overall resource is overhead and existing employees and things that we're already doing. So I think there's an efficiency of that money, but it doesn't just pass through and fund external costs but that we get some internal benefit from that, that can take down the burn on overhead and other things. So I think it's a tremendous opportunity. And we feel like we're really on track to hit this and that everything is lined up to move into that second phase.

I really appreciate it. I look forward to hearing more from you. And also, congratulations to Dr. Keston [ph] and hearing more about how the trial is progressing as we move deeper into the next quarter.

Your next question will come from Keith Singer of Keith Singer Wealth Management.

Chris, just a follow-up on that question regarding the BARDA costs. Can you sort of guesstimate how much additional costs you're going to incur in order to get that $56 million? Is it $40 million, $50 million?

That's a good question for Mark Saad. He knows more the details, and I'll let him describe it.

Sure. Thanks, Keith. So when you look at the $4.7 million in the existing contract for which we are now billing under and performing services under, that specifically funds direct costs that Cytori is paying, some of which are incurred through existing employees, existing resources that were already here perhaps doing other things, but we've repurposed them to do the BARDA contracts. So those are funding those things, plus the attributable overhead allowances and fringe benefits and things like that. Plus external costs, those typically are things like external study costs that we would not have otherwise got into if for not the fact that we were awarded this contract. And then finally, there's a profit margin that's negotiated. And from a GAAP perspective, that profit margin is typically pretty small, south of 10%, in which case similar to this case. So if you look specifically at the part of the contract that was awarded, about $4.7 million, it is net profitable to us both on a GAAP and a cash basis. It's more profitable on a cash basis because, like I said, a number of those direct costs are things that our existing resources are doing that we assigned to BARDA appropriately that previously were working on other things. So as a result, our cost structure, as an organization, benefits from this contract fairly meaningfully. And I think a fairly sizable amount of that $4.7 million, above the GAAP profit margin, is actually a cash positive. Your question of how many more millions of dollars you need to spend to be eligible to be awarded for the next phase, it's a number that's within that $4.7 million all in. And it -- effectively, it's either people that we already have here that are working on the Phase II -- or milestones 2 and 3 within the objectives. And then particularly, on an external cost, what are those frequent studies that are being managed outside Cytori that are truly external costs? All of that is within the $4.7 million, like I said. So we're dealing with the fact that I think we've had $1.4 million this year of realized contract revenue. We had a few hundred thousand last year. So that would imply we're about 1/3 of the way through from a revenue point of view, and that all directly relates to costs incurred. So if I'm going to be as specific as I can, I would estimate we'd have another couple of million dollars of contract revenue, of which a part of that, are actual external costs incurred. Is that clear enough?

Thank you. This concludes the Q&A session for today's call. I would now like to turn the floor back over to Chris Calhoun for any closing remarks.

Great. For more than a decade, there's been much discussion around the hope and promise of regenerative medicine and cell therapy. Cytori is uniquely delivering on that promise today, improving the lives of thousands of patients around the world. With validation and support of hospitals and governments, Cytori's technology is at the epicenter of innovation in this emerging new field in medicine. As a company, we're expanding our market access, sharpening our focus and more efficiently using capital and driving to our profitable revenue growth. Thank you for your interest and support for our company and for our mission.

Thank you. This does conclude today's teleconference. Please disconnect your lines at this time, and have a wonderful evening.