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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - ARTHROCARE CORPa12-11137_18k.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE:

CONTACTS:

 

ArthroCare Corp.

 

Misty Romines

 

512-391-3902

 

ARTHROCARE REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

 

Austin, Texas — May 2, 2012 — ArthroCare Corp. (NASDAQ: ARTC), a leader in developing state-of-the-art, minimally invasive surgical products, announced its financial results for the first quarter ended March 31, 2012.

 

FIRST QUARTER 2012 HIGHLIGHTS

 

·                  Total revenue of $92.9 million.

·                  Product sales increased by 5.8 percent.

·                  Income from operations of $17.4 million, or operating margin of 18.7 percent.

·                  Net income available to common stockholders of $12.1 million, or $0.36 per diluted share.

 

REVENUE

 

Total revenue from continuing operations for the first quarter of 2012 was $92.9 million, compared to $87.9 million for the first quarter of 2011, an increase of 5.6 percent.

 

Product sales for the first quarter of 2012 were $88.4 million compared to $83.5 million in the first quarter of 2011, an increase of 5.8 percent.  Proprietary product sales were $83.6 million in the first quarter of 2012 compared to $78.1 million for the first quarter of 2011, an increase of 6.9 percent.

 

Worldwide sales of the Company’s Sports Medicine products increased $2.6 million or 4.6 percent.  In the Americas, Sports Medicine product sales increased $1.6 million which consisted of an increase in proprietary Sports Medicine product sales of $2.2 million, or 6.9 percent, and a decrease in contract manufacturing product sales of $0.6 million, or 11.1 percent.  International Sports Medicine product sales increased $1.0 million, or 4.9 percent, in the first quarter of 2012 compared to the same period in 2011.

 

Worldwide ENT product sales increased $2.8 million, or 11.8 percent.  Americas ENT product sales increased $1.7 million or 8.7 percent.  International ENT product sales increased $1.1 million or 26.4 percent.

 

Other product sales declined $0.6 million in the first quarter of 2012 compared to the same period of 2011.

 

Had the same foreign currency rates been in effect in the quarter ended March 31, 2012 as were in effect in the same quarter in 2011, the U.S. dollar reported value of product sales would have been higher by $0.3 million for the quarter ended March 31, 2012.

 

GROSS PRODUCT MARGIN

 

Gross product margin was 69.8 percent for the first quarter of 2012 compared to 70.4 percent for the first quarter of 2011.

 

INCOME FROM OPERATIONS

 

Income from operations for the first quarter of 2012 was $17.4 million compared to $16.6 million for the same period in 2011.  Operating margin for the first quarter of 2012 was 18.7 percent compared to 18.9 percent for the same period in 2011.

 

Under the short-term incentive plan for 2012 approved by the Board of Directors, Adjusted Operating Margin is a key metric for purposes of evaluating business performance.  Adjusted Operating Margin is Operating Margin adjusted for investigation and restatement related costs.  Investigation and restatement related costs were 1.2

 



 

percent and 2.5 percent of total revenue for the first quarters of 2012 and 2011, respectively, and Adjusted Operating Margin was 19.9 percent and 21.4 percent for these same periods. Adjusted Operating Margin is a non-GAAP measure of profitability and it should not be considered as a substitute for measures prepared in accordance with GAAP.

 

Total operating expenses were $48.9 million in the first quarter of 2012 compared to $46.6 million in the first quarter of 2011.  Research and development expense increased $0.8 million and sales and marketing expense increased $2.1 million, partially offset by a decrease of $1.1 million in investigation and restatement-related costs.

 

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

 

Net income available to common stockholders was $12.1 million or $0.36 per diluted share in the first quarter of 2012, compared to $11.9 million, or $0.36 per diluted share, in the first quarter of 2011.  Net income available to common stockholders in the first quarter of 2011 included income from discontinued operations of $0.3 million, or $0.01 per diluted share.

 

BALANCE SHEET AND CASH FLOWS

 

Cash and cash equivalents was $162.0 million as of March 31, 2012 compared to $219.6 at December 31, 2011. In the first quarter of 2012, the Company paid $74 million as required under the proposed settlement of the private securities class actions.  Excluding this payment, cash and cash equivalents increased $16.4 million in the first quarter of 2012.  Cash flows used in operating activities for the three months ended March 31, 2012 was $55.6 million compared to cash flows provided by operating activities of $15.2 million for the three months ended March 31, 2011.

 

CONFERENCE CALL

 

ArthroCare will hold a conference call with the financial community to present these results at 8:30 a.m. ET/5:30 a.m. PT on Thursday, May 3, 2012. To participate in the live conference call dial 800-734-8582.  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 21590105.  The replay will remain available through May 17, 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.

 

Financial Tables Appended

 



 

ARTHROCARE CORPORATION

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except par value data)

 

 

 

March 31,
2012

 

December 31,
2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

161,977

 

$

219,605

 

Accounts receivable, net of allowances of $2,125 and $2,251 at March 31, 2012

 

49,167

 

51,350

 

Inventories, net

 

37,372

 

35,761

 

Deferred tax assets

 

35,882

 

40,622

 

Prepaid expenses and other current assets

 

6,266

 

5,532

 

Total current assets

 

290,664

 

352,870

 

 

 

 

 

 

 

Property and equipment, net

 

34,706

 

35,769

 

Intangible assets, net

 

4,150

 

5,457

 

Goodwill

 

119,426

 

119,159

 

Deferred tax assets

 

18,172

 

18,159

 

Other assets

 

1,667

 

1,587

 

Total assets

 

$

468,785

 

$

533,001

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

13,940

 

$

15,258

 

Accrued liabilities

 

33,979

 

112,586

 

Deferred Revenue

 

854

 

742

 

Income tax payable

 

 

1,542

 

Total current liabilities

 

48,773

 

130,128

 

 

 

 

 

 

 

Deferred tax liabilities

 

31

 

29

 

Other non-current liabilities

 

19,651

 

18,922

 

Total liabilities

 

68,455

 

149,079

 

 

 

 

 

 

 

Commitments and contingencies (Notes 6 and 7)

 

 

 

 

 

 

 

 

 

 

 

Series A 3% Redeemable Convertible Preferred Stock, par value $0.001; Authorized: 100 shares; Issued and outstanding: 75 shares at March 31, 2012 and December 31, 2011; Redemption value: $87,089

 

78,063

 

77,184

 

 

 

 

 

 

 

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: 31,615 and 31,523 shares Outstanding: 27,647 and 27,562 shares at March 31, 2012 and December 31, 2011, respectively

 

28

 

28

 

Treasury stock: 3,961 shares at March 31, 2012 and 4,005 shares at December 31, 2011

 

(106,945

)

(107,126

)

Additional paid-in capital

 

403,458

 

400,580

 

Accumulated other comprehensive income

 

5,006

 

4,615

 

Retained earnings

 

20,720

 

8,641

 

Total stockholders’ equity

 

322,267

 

306,738

 

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

 

$

468,785

 

$

533,001

 

 



 

ARTHROCARE CORPORATION

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Product sales

 

$

88,375

 

$

83,507

 

Royalties, fees and other

 

4,497

 

4,425

 

Total revenues

 

92,872

 

87,932

 

 

 

 

 

 

 

Cost of product sales

 

26,651

 

24,744

 

 

 

 

 

 

 

Gross profit

 

66,221

 

63,188

 

Operating expenses:

 

 

 

 

 

Research and development

 

7,594

 

6,810

 

Sales and marketing

 

30,200

 

28,098

 

General and administrative

 

8,488

 

8,180

 

Amortization of intangible assets

 

1,321

 

1,311

 

Exit costs

 

160

 

 

Investigation and restatement-related costs

 

1,093

 

2,212

 

Total operating expenses

 

48,856

 

46,611

 

 

 

 

 

 

 

Income from operations

 

17,365

 

16,577

 

 

 

 

 

 

 

Non-operating gains, net

 

386

 

490

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

17,751

 

17,067

 

 

 

 

 

 

 

Income tax provision

 

4,793

 

4,608

 

 

 

 

 

 

 

Net income from continuing operations

 

12,958

 

12,459

 

 

 

 

 

 

 

Income from discontinued operations, net of taxes

 

 

311

 

 

 

 

 

 

 

Net income

 

12,958

 

12,770

 

 

 

 

 

 

 

Accrued dividend and accretion charges on Series A

 

(879

)

(840

)

 

 

 

 

 

 

Net income available to common stockholders

 

12,079

 

11,930

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

Foreign currency translation adjustments

 

392

 

899

 

 

 

 

 

 

 

Total comprehensive income

 

13,350

 

13,669

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

27,614

 

27,168

 

Diluted

 

27,987

 

27,586

 

 

 

 

 

 

 

Earnings per share from continuing operations

 

 

 

 

 

Basic

 

$

0.36

 

$

0.35

 

Diluted

 

$

0.36

 

$

0.35

 

 

 

 

 

 

 

Earnings per share applicable to common stockholders:

 

 

 

 

 

Basic

 

$

0.36

 

$

0.36

 

Diluted

 

$

0.36

 

$

0.36

 

 



 

ARTHROCARE CORPORATION

Supplemental Schedule of Product Sales - Unaudited

(in thousands)

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

March 31, 2012

 

March 31, 2011

 

 

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

Americas

 

International

 

Total
Product
Sales

 

% Net
Product
Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sports medicine

 

$

39,028

 

$

20,282

 

$

59,310

 

67.2

%

$

37,381

 

$

19,328

 

$

56,709

 

67.9

%

ENT

 

21,776

 

5,394

 

27,170

 

30.7

%

20,037

 

4,267

 

24,304

 

29.1

%

Other

 

590

 

1,305

 

1,895

 

2.1

%

685

 

1,809

 

2,494

 

3.0

%

Total product sales

 

$

61,394

 

$

26,981

 

$

88,375

 

100.0

%

$

58,103

 

$

25,404

 

$

83,507

 

100.0

%