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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - ARTHROCARE CORPa11-23358_18k.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE:

CONTACTS:

 

ArthroCare Corp.

 

Corinne Ervin

 

512-391-3907

 

ARTHROCARE REPORTS SECOND QUARTER 2011 FINANCIAL RESULTS

 

Austin, Texas — August 3, 2011 — ArthroCare Corp. (NASDAQ: ARTC), a leader in developing state-of-the-art, minimally invasive surgical products, announced its financial results for the second quarter ended June 30, 2011 as follows:

 

SECOND QUARTER 2011 HIGHLIGHTS

 

·                  Total revenues of $91.3 million from continuing operations

·                  Income from operations of $15.0 million, or operating margin of 16.4 percent

·                  Net income available to common stockholders of $11.5 million, or $0.34 per diluted share

 

REVENUE

Total revenue from continuing operations for the second quarter of 2011 was $91.3 million, compared to $87.2 million for the second quarter of 2010, an increase of $4.1 million.

 

Sports Medicine product sales were $57.2 million in the second quarter of 2011 compared to $54.7 million in the same period in 2010, or an increase of $2.4 million.  Product sales from the Company’s International markets increased $3.8 million, which was partially offset by a $1.5 million decrease in contract manufactured product sales.

 

ENT product sales increased $2.3 million, or 9.0 percent, in the second quarter of 2011 compared to the same period of 2010, a result of an increase in product sales related to the Company’s Rapid Rhino® product line and new Coblation products, as well as increased product volume across all geographies in the Company’s International markets.

 

Other product sales declined $0.8 million in the second quarter of 2011 compared to the same period of 2010.

 

Had the same foreign currency rates been in effect in the quarter ended June 30, 2011 as were in effect in the second quarter of 2010, the U.S. dollar reported value of product sales would have been lower by $2.9 million for the quarter ended June 30, 2011.

 

GROSS PRODUCT MARGIN

Gross product margin was 70.2 percent for the second quarter of 2011 compared to 65.9 percent for the second quarter of 2010.  Inventory obsolescence charges in the second quarter of 2010 were $1.1 million higher than in the second quarter of 2011.

 

INCOME FROM OPERATIONS

Income from operations for the second quarter of 2011 was $15.0 million compared to $12.6 million for the same period in 2010, an increase of $2.4 million.

 

Gross profit was $6.6 million higher in the second quarter of 2011, a result of higher revenue and higher gross product margin as discussed above.

 

Offsetting the improvement in operating profit from higher gross profit was a $4.1 million increase in operating expenses in the second quarter of 2011 compared to the same period in 2010.  The Company incurred exit costs of

 



 

$2.5 million during the second quarter of 2011, primarily related to one-time compensation benefits offered to certain employees at the Company’s Sunnyvale, California facility.  General and administrative expenses increased $1.3 million during the quarter ended June 30, 2011 compared to the second quarter of 2010, primarily due to accelerated amortization of leasehold improvement costs associated with the facilities affected by the relocation of the Sunnyvale, California activities and increased legal fees associated with indemnification agreements for certain former executives of the Company.  Investigation and restatement related costs increased $1.7 million during the second quarter of 2011 compared to the same period in 2010.   Investigation and restatement related expenses in the second quarter of 2010 were reduced by insurance recoveries for legal fees of $0.6 million.

 

The above increases in operating expenses were partially offset by a $1.8 million decrease in research and development (R&D) costs incurred during the quarter ended June 30, 2011 compared to the same period in 2010 as a higher proportion of the Company’s engineering activities were associated with the manufacturing process in the second quarter of 2011, which increased the allocation of R&D costs to inventory and cost of goods sold.

 

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

In the second quarter of 2011, net income applicable to common stockholders was $11.5 million or $0.34 per diluted share, compared to $7.3 million, or $0.22 per diluted share, for the second quarter of 2010. For the quarter ended June 30, 2011, net income available to common stockholders includes $1.6 million in income from discontinued operations, which includes a $1.3 million after-tax gain from the sale of the related assets.

 

BALANCE SHEET AND CASH FLOWS

Cash and cash equivalents increased $52.4 million to $184.9 million as of June 30, 2011 from $132.5 million at December 31, 2010.  Cash flows provided by operating activities for the six months ended June 30, 2011 was $44.0 million compared to $32.4 million for the six months ended June 30, 2010.  As of June 30, 2011, net inventory balances decreased approximately $2.6 million and accounts receivable decreased $0.9 million from December 31, 2010.

 

CONFERENCE CALL

ArthroCare will hold a conference call to present these results Thursday, August 4, 2011, at 8:30 a.m. ET/5:30 a.m. PT to review the results. To participate in the live conference call dial 800-926-6185.  A live and on-demand webcast of the call will be available on ArthroCare’s Web site at www.arthrocare.com.  A telephonic replay of the conference call can be accessed by dialing 800-633-8284 and entering pass code number 21533651.  The replay will remain available through August 18, 2011.

 

ABOUT ARTHROCARE

ArthroCare develops and manufactures surgical devices, instruments, and implants that strive to enhance surgical techniques as well as improve patient outcomes.  Its devices improve many existing surgical procedures and enable new minimally invasive procedures.  Many of ArthroCare’s devices use its internationally patented Coblation® technology. This technology precisely dissolves target tissue and limits damage to surrounding healthy tissue. ArthroCare also develops surgical devices utilizing other patented technology including its OPUS® line of fixation products as well as re-usable surgical instruments.  ArthroCare is leveraging these technologies in order to offer a comprehensive line of surgical devices to capitalize on a multi-billion dollar market opportunity across several surgical specialties, including its two core product areas consisting of Sports Medicine and Ear, Nose, and Throat as well as other areas such as spine, wound care, urology and gynecology.

 

FORWARD-LOOKING STATEMENTS

The information provided herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on beliefs and assumptions by management and on information currently available to management. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Additional factors that could cause actual results to differ materially from those contained in any forward-looking statement include, without limitation: the resolution of litigation pending against the Company; the Company’s ability to design or improve internal controls to address issues detected in its reviews of internal

 



 

controls and insurance reimbursement practices or by management in its reassessment of the Company’s internal controls; the impact upon the Company’s operations of legal compliance matters or internal controls review, improvement and remediation; the ability of the Company to control expenses relating to legal compliance matters or internal controls review, improvement and remediation; the Company’s ability to remain current in its periodic reporting requirements under the Exchange Act and to file required reports with the Securities and Exchange Commission on a timely basis; the results of the investigation being conducted by the United States Department of Justice; the impact on the Company of additional civil and criminal investigations by state and federal agencies and civil suits by private third parties involving the Company’s financial reporting and its previously announced restatement and its insurance billing and healthcare fraud-and-abuse compliance practices; the ability of the Company to attract and retain qualified senior management and to prepare and implement appropriate succession planning for its Chief Executive Officer; general business, economic and political conditions; competitive developments in the medical devices market; changes in applicable legislative or regulatory requirements; the Company’s ability to effectively and successfully implement its financial and strategic alternatives, as well as business strategies, and manage the risks in its business; and the reactions of the marketplace to the foregoing.

 

Financial Tables Appended

 



 

ARTHROCARE CORPORATION

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except par value data)

 

 

 

June 30,
2011

 

December 31,
2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

184,900

 

$

132,536

 

Accounts receivable, net of allowances of $2,265 and $2,445 at June 30, 2011 and December 31, 2010, respectively

 

47,968

 

48,870

 

Inventories, net

 

31,500

 

34,087

 

Deferred tax assets

 

18,075

 

24,661

 

Prepaid expenses and other current assets

 

6,404

 

4,424

 

Assets held for sale

 

 

3,081

 

Total current assets

 

288,847

 

247,659

 

 

 

 

 

 

 

Property and equipment, net

 

38,438

 

41,582

 

Intangible assets, net

 

8,137

 

10,733

 

Goodwill

 

119,490

 

119,020

 

Deferred tax assets

 

16,019

 

16,019

 

Other assets

 

1,693

 

4,182

 

Total assets

 

$

472,624

 

$

439,195

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

12,168

 

$

13,819

 

Accrued liabilities

 

40,914

 

40,197

 

Deferred tax liabilities

 

149

 

149

 

Income tax payable

 

1,308

 

1,555

 

Total current liabilities

 

54,539

 

55,720

 

 

 

 

 

 

 

Deferred tax liabilities

 

233

 

213

 

Other non-current liabilities

 

12,916

 

13,766

 

Total liabilities

 

67,688

 

69,699

 

 

 

 

 

 

 

Series A 3% Redeemable Convertible Preferred Stock, par value $0.001; Authorized: 100 shares; Issued and outstanding: 75 shares at June 30, 2011 and December 31, 2010; Redemption value $87,089

 

75,457

 

73,768

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $0.001; Authorized: 4,900 shares; Issued and outstanding: none

 

 

 

Common stock, par value $0.001; Authorized: 75,000 shares; Issued: 31,424 and 31,102 shares; Outstanding: 27,446 and 27,112 shares at June 30, 2011 and December 31, 2010, respectively

 

27

 

27

 

Treasury stock: 3,978 shares at June 30, 2011 and 3,990 shares December 31, 2010

 

(107,577

)

(107,899

)

Additional paid-in capital

 

395,409

 

386,395

 

Accumulated other comprehensive income

 

5,280

 

4,246

 

Retained earnings

 

36,340

 

12,959

 

Total stockholders’ equity

 

329,479

 

295,728

 

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

 

$

472,624

 

$

439,195

 

 



 

ARTHROCARE CORPORATION

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except per share data)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Product sales

 

$

86,925

 

$

83,066

 

$

170,432

 

$

168,231

 

Royalties, fees and other

 

4,349

 

4,113

 

8,774

 

8,062

 

Total revenues

 

91,274

 

87,179

 

179,206

 

176,293

 

 

 

 

 

 

 

 

 

 

 

Cost of product sales

 

25,897

 

28,358

 

50,641

 

54,937

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

65,377

 

58,821

 

128,565

 

121,356

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

6,613

 

8,414

 

13,423

 

17,029

 

Sales and marketing

 

27,274

 

26,887

 

55,372

 

53,742

 

General and administrative

 

10,426

 

9,107

 

19,614

 

18,362

 

Amortization of intangible assets

 

1,323

 

1,302

 

2,634

 

2,617

 

Exit costs

 

2,490

 

 

2,490

 

 

Investigation and restatement related costs

 

2,257

 

528

 

3,461

 

1,571

 

Total operating expenses

 

50,383

 

46,238

 

96,994

 

93,321

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

14,994

 

12,583

 

31,571

 

28,035

 

Foreign exchange gain (loss)

 

78

 

(1,075

)

742

 

(4,035

)

Interest and other expense, net

 

(201

)

(89

)

(375

)

(190

)

Other income (expense)

 

(123

)

(1,164

)

367

 

(4,225

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

14,871

 

11,419

 

31,938

 

23,810

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

4,171

 

3,134

 

8,779

 

6,448

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

10,700

 

8,285

 

23,159

 

17,362

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

1,600

 

(203

)

1,911

 

(453

)

 

 

 

 

 

 

 

 

 

 

Net income

 

12,300

 

8,082

 

25,070

 

16,909

 

 

 

 

 

 

 

 

 

 

 

Accrued dividend and accretion charges on Series A 3% Convertible Preferred Stock

 

(849

)

(812

)

(1,689

)

(1,614

)

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

11,451

 

$

7,270

 

$

23,381

 

$

15,295

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

27,338

 

26,976

 

27,267

 

26,958

 

Diluted

 

27,789

 

27,352

 

27,702

 

27,295

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing operations

 

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

$

0.23

 

$

0.65

 

$

0.48

 

Diluted

 

$

0.29

 

$

0.22

 

$

0.64

 

$

0.47

 

 

 

 

 

 

 

 

 

 

 

Earnings per share applicable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

$

0.22

 

$

0.71

 

$

0.47

 

Diluted

 

$

0.34

 

$

0.22

 

$

0.70

 

$

0.46

 

 



 

ARTHROCARE CORPORATION

Supplemental Schedule of Product Sales

(in thousands)

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

June 30, 2011

 

June 30, 2010

 

 

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sports Medicine

 

$

36,348

 

$

20,808

 

$

57,156

 

65.7

%

$

37,701

 

$

17,010

 

$

54,711

 

65.9

%

ENT

 

22,650

 

4,785

 

27,435

 

31.6

%

21,196

 

3,979

 

25,175

 

30.3

%

Other

 

859

 

1,475

 

2,334

 

2.7

%

1,137

 

2,043

 

3,180

 

3.8

%

Total Product Sales

 

$

59,857

 

$

27,068

 

$

86,925

 

100.0

%

$

60,034

 

$

23,032

 

$

83,066

 

100.0

%

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2011

 

June 30, 2010

 

 

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sports Medicine

 

$

73,729

 

$

40,136

 

$

113,865

 

66.8

%

$

82,092

 

$

33,068

 

$

115,160

 

68.4

%

ENT

 

42,687

 

9,052

 

51,739

 

30.4

%

39,611

 

7,309

 

46,920

 

27.9

%

Other

 

1,545

 

3,283

 

4,828

 

2.8

%

2,100

 

4,051

 

6,151

 

3.7

%

Total Product Sales

 

$

117,961

 

$

52,471

 

$

170,432

 

100.0

%

$

123,803

 

$

44,428

 

$

168,231

 

100.0

%