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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - ARTHROCARE CORPa12-5278_18k.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE:

 

CONTACTS:

ArthroCare Corp.

Misty Romines

512-391-3902

 

ARTHROCARE REPORTS FOURTH QUARTER AND FULL YEAR 2011 FINANCIAL RESULTS

 

Austin, Texas — February 16, 2012 — ArthroCare Corp. (NASDAQ: ARTC), a leader in developing state-of-the-art, minimally invasive surgical products, announced its financial results for the fourth quarter and year ended December 31, 2011, as follows:

 

FOURTH QUARTER 2011 SUMMARY

·                  Total revenue of $92.4 million from continuing operations

·                  Product margin of 69.3 percent

·                  Operating loss of $51.4 million, which includes a $74.0 million charge for the proposed settlement of the consolidated securities class action

·                  Net loss attributable to common stockholders of $29.3 million or $1.06 per share

 

FULL YEAR 2011 SUMMARY

·                  Total revenue of $354.9  million from continuing operations

·                  Product margin of 69.5 percent

·                  Operating loss of $15.5 million

·                  Net loss attributable to common stockholders of $4.3 million or $0.16 per share

 

REVENUE

 

Total revenue for the fourth quarter of 2011 was $92.4 million, compared to $92.6 million for the fourth quarter of 2010.  Product sales in the fourth quarter increased 1.0 percent from $87.6 million to $88.5 million.

 

Sports Medicine product sales increased $2.5 million or 4.2 percent for the fourth quarter of 2011 compared to the same quarter of 2010.  Contract manufactured product sales increased $4.5 million to $8.0 million in the fourth quarter of 2011, a result of higher volume pursuant to the Company’s existing supply and distribution agreement with Smith & Nephew as well as the initial deliveries under the Company’s new distribution agreement with Wright Medical.  Proprietary product sales in the Americas declined $1.2 million, or 3.4 percent, while International product sales declined $0.8 million, or 3.6 percent in the fourth quarter of 2011 compared to the fourth quarter of 2010.

 

ENT product sales decreased $0.8 million, or 3.1 percent, in the fourth quarter of 2011 compared to the fourth quarter of 2010, as problems obtaining raw material supply related to the Company’s Rapid Rhino product line persisted during the fourth quarter.

 

Other product sales declined $0.9 million in the fourth quarter of 2011 compared to the same period of 2010 and royalties, and fees and other revenues declined $1.1 million. Royalties were higher in the fourth quarter of 2010 due primarily to catch-up payments received relating to prior periods.  In the fourth quarter of 2011 the Company also had lower royalties from third parties who license the Company’s radio frequency technology than during the same quarter of 2010.

 

Changes in foreign currency rates did not have a material effect on the comparison of product sales in the fourth quarter of 2011 to the fourth quarter of 2010.

 



 

Total revenue from continuing operations for the full year 2011 was $354.9 million, compared to $355.4 million for 2010.

 

After adjusting for $6.6 million of product sales recognized in the first quarter of 2010 that had been deferred pending the outcome of certain contract matters, worldwide Sports Medicine product sales increased $3.0 million or 1.3 percent. Americas’ Sports Medicine product sales decreased $5.2 million, or 3.4 percent in 2011 compared to 2010 as proprietary product sales decreased $3.1 million and contract manufactured product sales decreased $2.1 million in 2011 compared to 2010. International Sports Medicine product sales increased $8.2 million in 2011 compared to 2010.

 

Worldwide ENT product sales increased $6.0 million, or 6.3 percent in 2011 compared to 2010.  ENT product sales in the Americas increased 3.5 percent and International ENT product sales increased 20.7 percent in 2011 compared to 2010.

 

Other product sales, primarily spine products, declined $2.8 million in 2011 compared to the same period of 2010 and represented approximately 3 percent of total product sales during 2011.

 

Had the same foreign currency rates been in effect for the whole year of 2011 as were in effect in 2010, the U.S. dollar reported value of product sales would have been lower by $5.7 million.

 

GROSS PRODUCT MARGIN

 

Gross product margin was 69.3 percent for the fourth quarter of 2011 compared to 69.0 percent for the fourth quarter of 2010.  The increase in gross product margin in the fourth quarter of 2011 was due to lower inventory obsolescence charges partially offset by a higher mix of contract manufactured product sales.

 

Gross product margin for the full year of 2011 was 69.5 percent compared to 67.3 percent in 2010. Inventory obsolescence charges were $5.3 million lower in 2011 when compared to 2010.  In 2011, $0.4 million of costs were incurred relating to accelerated depreciation and other costs associated with the relocation of our Sunnyvale, California activities that did not qualify to be separately reported as exit costs.

 

INCOME / LOSS FROM OPERATIONS

 

Loss from operations for the fourth quarter of 2011 was $51.4 million compared to income from operations of $14.8 million for the same period in 2010.  The loss from operations for the fourth quarter of 2011 includes a charge of $74.0 million for the proposed settlement of securities class actions, partially offset by net proceeds of $7.8 million received in the fourth quarter to settle the derivative actions.  These items are reported as part of investigation and restatement-related costs in operating expenses.

 

In the fourth quarter of 2011, the Company also incurred exit costs of approximately $3.0 million related to the closure and relocation of its Sunnyvale, California facilities and operations.

 

For the full year of 2011, loss from operations was $15.5 million compared to income from operations of $54.3 million for 2010.   The 2011 loss from operations includes $80.8 million for investigation and restatement expenses, of which $74.0 million was a charge for the proposed settlement of the private securities class actions against the Company offset by the net proceeds of $7.8 million from the settlement of the derivative actions.

 

NET INCOME / LOSS AVAILABLE TO COMMON STOCKHOLDERS

 

Net loss attributable to common stockholders was $29.3 million or $1.06 per share in the fourth quarter of 2011, compared to net income of $10.1 million, or $0.30 per diluted share, in the fourth quarter of 2010.

 

For the year ended December 31, 2011, net loss attributable to common stockholders was $4.3 million, or a loss of $0.16 per share, compared to net income applicable to common stockholders of $33.8 million, or $1.02 per diluted share, for the year ended December 31, 2010.

 



 

BALANCE SHEET AND CASH FLOWS

 

Cash and cash equivalents increased $87.1 million to $219.6 million as of December 31, 2011 from December 31, 2010.  Cash flows provided by operating activities for the year ended December 31, 2011 was $84.6 million compared to $82.6 million for the year ended December 31, 2010.  Accrued liabilities increased $72.4 million as a result of the charge of $74.0 million recorded in the fourth quarter for the proposed securities class actions settlement.  The Company anticipates funding the proposed settlement in the first quarter of 2012.

 

CONFERENCE CALL

 

ArthroCare will hold a conference call with the financial community to present these results at 4:30 p.m. ET/1:30 p.m. PT on Thursday, February 16, 2012. To participate in the live conference call dial 800-950-3502.  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 21576468.  The replay will remain available through March 1, 2012.

 

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 impact upon the Company’s operations of legal compliance matters which may require improvement and remediation; the ability of the Company to control expenses relating to legal or compliance matters; 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 results of the civil investigation by the Department of Justice related to the Civil Investigative Demand we received arising under the False Claims Act; the possibility that the Department of Justice could institute civil proceedings against us, based on the results of the investigation related to the Civil Investigative Demand; the risk that we could be subject to qui tam suits involving the False Claims Act; the possibility that the Department of Justice could institute a criminal enforcement action against us based on the results of the civil investigation related to the Civil Investigative Demand;  the resolution of any litigation related to the civil investigation; 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 business strategies, and manage the risks in its business; and the reactions of the marketplace to the foregoing.

 



 

ARTHROCARE CORPORATION

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except par value data)

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

219,605

 

$

132,536

 

Accounts receivable, net of allowances of $2,251 and $2,445 at 2011 and 2010, respectively

 

51,350

 

48,870

 

Inventories, net

 

35,761

 

34,087

 

Deferred tax assets

 

40,622

 

24,661

 

Prepaid expenses and other current assets

 

5,532

 

4,424

 

Assets held for sale

 

 

3,081

 

Total current assets

 

352,870

 

247,659

 

 

 

 

 

 

 

Property and equipment, net

 

35,769

 

41,582

 

Intangible assets, net

 

5,457

 

10,733

 

Goodwill

 

119,159

 

119,020

 

Deferred tax assets

 

18,159

 

16,019

 

Other assets

 

1,587

 

4,182

 

Total assets

 

$

533,001

 

$

439,195

 

 

 

 

 

 

 

LIABILITIES, REEDEMABLE CONVERTIBLE PREFERRED AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

15,258

 

$

13,819

 

Accrued liabilities

 

112,586

 

40,197

 

Deferred tax liabilities

 

 

149

 

Deferred revenue

 

742

 

 

Income tax payable

 

1,542

 

1,555

 

Total current liabilities

 

130,128

 

55,720

 

 

 

 

 

 

 

Notes payable

 

 

 

Deferred tax liabilities

 

29

 

213

 

Other non-current liabilities

 

18,922

 

13,766

 

Total liabilities

 

149,079

 

69,699

 

 

 

 

 

 

 

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

 

77,184

 

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: 31,523 and 30,905; Outstanding: 27,562 and 27,112 shares at December 31, 2011 and 2010, respectively

 

28

 

27

 

Treasury stock: 3,968 and 3,997 shares at December 31, 2011 and 2010, respectively

 

(107,126

)

(107,899

)

Additional paid-in capital

 

400,580

 

386,395

 

Accumulated other comprehensive income

 

4,615

 

4,246

 

Retained earnings

 

8,641

 

12,959

 

Total stockholders’ equity

 

306,738

 

295,728

 

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

 

$

533,001

 

$

439,195

 

 



 

ARTHROCARE CORPORATION

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except per share data)

 

 

 

Quarters Ended December 31,

 

Years Ended December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Product sales

 

$

88,455

 

$

87,609

 

$

338,319

 

$

338,757

 

Royalties, fees and other

 

3,957

 

5,024

 

16,566

 

16,622

 

Total revenues

 

92,412

 

92,633

 

354,885

 

355,379

 

 

 

 

 

 

 

 

 

 

 

Cost of product sales

 

27,144

 

27,182

 

103,314

 

110,751

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

65,268

 

65,451

 

251,571

 

244,628

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

7,472

 

9,309

 

28,932

 

35,846

 

Sales and marketing

 

27,497

 

27,954

 

108,621

 

107,852

 

General and administrative

 

8,697

 

9,485

 

35,069

 

35,534

 

Amortization of intangible assets

 

1,319

 

1,305

 

5,291

 

5,237

 

Exit costs

 

2,996

 

 

 

8,300

 

 

Investigation and restatement-related costs

 

68,680

 

2,644

 

80,825

 

5,889

 

Total operating expenses

 

116,661

 

50,697

 

267,038

 

190,358

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(51,393

)

14,754

 

(15,467

)

54,270

 

Other income, net

 

32

 

(61

)

14

 

216

 

Interest expense and bank fees

 

(139

)

(206

)

(622

)

(769

)

Foreign exchange gain (loss), net

 

(563

)

(599

)

(723

)

(3,311

)

Total other expense

 

(670

)

(866

)

(1,331

)

(3,864

)

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

(52,063

)

13,888

 

(16,798

)

50,406

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

(23,662

)

2,904

 

(13,985

)

12,888

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

(28,401

)

10,984

 

(2,813

)

37,518

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of taxes

 

 

(66

)

1,911

 

(434

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(28,401

)

10,918

 

(902

)

37,084

 

 

 

 

 

 

 

 

 

 

 

Accrued dividend, beneficial conversion feature and accretion charges on Series A 3% Convertible Preferred Stock

 

(870

)

(830

)

(3,416

)

(3,264

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common stockholders

 

$

(29,271

)

$

10,088

 

$

(4,318

)

$

33,820

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

27,525

 

27,059

 

27,382

 

27,006

 

Diluted

 

27,525

 

27,446

 

27,382

 

27,348

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share from continuing operations applicable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.06

)

$

0.31

 

$

(0.23

)

$

1.04

 

Diluted

 

$

(1.06

)

$

0.30

 

$

(0.23

)

$

1.03

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share applicable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.06

)

$

0.31

 

$

(0.16

)

$

1.03

 

Diluted

 

$

(1.06

)

$

0.30

 

$

(0.16

)

$

1.02

 

 



 

ARTHROCARE CORPORATION

Supplemental Schedule of Product Sales

(in thousands)

 

 

 

Quarter Ended

 

Quarter Ended

 

 

 

December 31, 2011

 

December 31, 2010

 

 

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sports Medicine

 

$

42,030

 

$

20,350

 

$

62,380

 

70.5

%

$

38,738

 

$

21,108

 

$

59,846

 

68.3

%

ENT

 

19,077

 

4,526

 

23,603

 

26.7

%

20,029

 

4,325

 

24,354

 

27.8

%

Other

 

583

 

1,889

 

2,472

 

2.8

%

1,006

 

2,403

 

3,409

 

3.9

%

Total Product Sales

 

$

61,690

 

$

26,765

 

$

88,455

 

100.0

%

$

59,773

 

$

27,836

 

$

87,609

 

100.0

%

 

 

 

Year Ended

 

Year Ended

 

 

 

December 31, 2011

 

December 31, 2010

 

 

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sports Medicine

 

$

149,010

 

$

79,337

 

$

228,347

 

67.5

%

$

160,859

 

$

71,120

 

$

231,979

 

68.5

%

ENT

 

81,810

 

18,429

 

100,239

 

29.6

%

79,019

 

15,270

 

94,289

 

27.8

%

Other

 

2,785

 

6,948

 

9,733

 

2.9

%

4,122

 

8,367

 

12,489

 

3.7

%

Total Product Sales

 

$

233,605

 

$

104,714

 

$

338,319

 

100.0

%

$

244,000

 

$

94,757

 

$

338,757

 

100.0

%